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HomeMy Public PortalAboutBylaws and Correspondence.tifn • Certified Copy I certify the attached is a true and correct copy of the Articles of Incorporation of KEY BISCAYNE HISTORICAL AND HERITAGE SOCIETY, INC., a Florida corporation, filed electronically on January 09, 2007 effective January 09, 2007, as shown by the records of this office. I further certify that this is an electronically transmitted certificate authorized by section 15.16, Florida Statutes, and authenticated by the code noted below. The document number of this corporation is N07000000226. Authentication Code: 070109122525-900083793329#1 Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capital, this the Ninth day of January, 2007 ►.tire . 3grown g iticcrctarp of *tats Certificate of Status I certify from the records of this office that KEY BISCAYNE HISTORICAL AND HERITAGE SOCIETY, INC. is a corporation organized under the laws of the State of Florida, filed electronically on January 09, 2007, effective January 09, 2007. The document number of this corporation is N07000000226. I further certify that said corporation has paid all fees due this office through December 31, 2007, and its status is active. I further certify that said corporation has not filed Articles of Dissolution. I further certify that this is an electronically transmitted certificate authorized by section 15.16, Florida Statutes, and authenticated by the code noted below. Authentication Code: 070109122525-900083793329#1 Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capital, this the Ninth day of January, 2007 TiUr iv. ro%ttt>Tj 6etretarp of 'tats " " " Electronic Articles of Incorporation For KEY BISCAYNE HISTORICAL AND HERITAGE SOCIETY, INC. N07000000226 FILED Sec. or January State2007 dbrown The undersigned incorporator, for the purpose of forming a Florida not -for- profit corporation, hereby adopts the following Articles of Incorporation: Article I The name of the corporation is: KEY BISCAYNE HISTORICAL AND HERITAGE SOCIETY, INC. Article II The principal place of business address: 260 CRANDON BLVD. SUITE 14 KEY BISCAYNE, FL. 33149 The mailing address of the corporation is: 260 CRANDON BLVD. SUITE 14 KEY BISCAYNE, FL. 33149 Article III The specific purpose for which this corporation is organized is: IDENTIFY, PRESERVE AND EDUCATE REGARDING THE UNIQUE HISTORY AND HERITAGE OF KEY BISCAYNE. Article IV The manner in which directors are elected or appointed is: ANNUALLY BY MAJORITY VOTE OF MEMBERSHIP Article V The name and Florida street address of the registered agent is: SALA & GOMEZ, P.A. 260 CRANDON BLVD. SUITE 14 KEY BISCAYNE, FL. 33149 " " " I certify that I am familiar with and accept the responsibilities of registered agent. Registered Agent Signature: A. ROSEMARY SALA Article VI The name and address of the incorporator is: A. ROSEMARY SALA 260 CRANDON BLVD. SUITE 14 KEY BISCAYNE, FL 33149 Incorporator Signature: A. ROSEMARY SALA Article VII The initial officer(s) and/or director(s) of the corporation is/are: Title: P EDWARD F MEYER 798 CRANDON BLVD., #29A KEY BISCAYNE, FL. 33149 Title: VS ROBERT F BRISTOL 610 RIDGEWOOD ROAD KEY BISCAYNE, FL. 33149 Title: VT ROBERT L MAGGS 155 OCEAN LANE DR., #913 KEY BISCAYNE, FL. 33149 Article VIII The effective date for this corporation shall be: 01/09/2007 N07000000226 FILESec. Or Staie2ooi dbrown " " " BYLAWS OF Key Biscayne Historical and Heritage Society, Inc. A Florida Nonprofit Corporation /`ed ARTICLE I NAME offePe3' '7 isfifra '4"1 ,5 The name of this Corporation shall be the Key Biscayne Historical and Heritage Society, Inc., herein called the "Corporation". ARTICLE II PURPOSE SECTION 1. Purpose The purpose of this Corporation shall be the collection, preservation, storage and exhibition of artifacts, documents and information of historical significance to the Village of Key Biscayne, Florida, and its environs. It shall provide for and promote the dissemination of information pertaining to local history and present educational and interpretive programs, projects and exhibits. SECTION 2. Limitations The Corporation shall, in all of its activities, be non-partisan, non-discriminatory and non-sectarian. The Corporation shall observe all local, state and federal laws, which apply to non-profit organization as defined in Section 501 (c) (3) of the 1986 Internal Revenue Service Code, as amended. ARTICLE III OFFICES SECTION 1. Principal Office The principal office of this Corporation in the State of Florida shall be located in the Village of Key Biscayne, County of Miami -Dade, at c/o Sala & Gomez, P.A., 260 Crandon Blvd, Suite 14, Key Biscayne, Florida 33149. 1 " " SECTION 2. Other Offices The Corporation may have such other offices, either within or without the County of Miami -Dade, State of Florida, as the Board of Directors may from time to time determine. ARTICLE IV MEMBERS AND MEMBERSHIP SECTION 1. Memberships Any person believing in the purpose of the Key Biscayne Historical and Heritage Society shall be eligible for active membership. The classes of membership shall be "Founder", "Charter" and "Regular". Annual dues for each class shall be determined by the Board of Directors from time to time. SECTION 2. RIGHTS OF MEMBERS All members shall have the right to vote. No member shall be entitled to share in the distribution of the corporate assets upon the dissolution of the corporation. ARTICLE V RESIGNATION OF MEMBERS SECTION 1. Resignation Any member may resign in good standing. Resignation shall be in writing and delivered to the President or Secretary of the corporation. ARTICLE VI MEETINGS SECTION 1. Regular Membership Meetings The Regular Membership Meetings of the Corporation shall be held quarterly -- February, May, September, and November. " " " " SECTION 2. Board of Directors Meetings The Regular Board of Directors Meetings of the Corporation shall be held monthly. If required, meetings shall be held more or less frequently at the discretion of the Board of Directors or of the President. SECTION 3. Annual Meetings The Annual Meeting of Members of the Corporation shall be held no later than November of each year unless necessarily changed by the Board of Directors. The Place of the meetings shall be at such place in the Village of Key Biscayne as may be designated in the notice of the meeting. Considered at such meeting shall be the election of the Board of Directors and such other corporate business as may come before the meeting. At the Annual Meeting of Members, members may take any action which they are required or permitted to take under the laws of the State of Florida of the Charted or Bylaws of this Corporation on any matter which comes before the meeting, except an amendment to the Charter or Bylaws. SECTION 4. Special Meetings Special Meetings of the members of the Corporation may be held at such place in the Village of Key Biscayne as shall be designated, whenever called for by the President with the approval of a quorum of the Board of Directors, or by majority of the members of the Board of Directors, or the request in writing of the least one  third (1/3) of the members of the Corporation. A request in writing for a Special Meeting by the members of the Corporation shall set forth the subject matter to be discussed at such special meeting, and no matters other than those set forth in the said notice may be discussed at such Special Meeting. (A) At any special meeting of the membership, action can be taken only on matters which are specifically set forth in the notice of the meeting, unless waived in writing as provided in these Bylaws. SECTION 5. Notice At least ten (10) days notice in writing of meeting, whether annual, regular or special, shall be delivered by mail to each member entitled to vote. SECTION 6. Meeting Waiver Any notice required to be given, herein, may be waived in writing either before, at, or after the time of such notice. " " " SECTION 7. Action of Members Any action required by law to be taken, or which may be taken at a meeting of members, may be taken without a meeting upon the written consent, setting forth the action so taken, of a majority of all the members entitled to vote with respect to the subject matter thereof. SECTION 8. Voting At all meetings, each Member in good standing shall be entitled to one (1) vote, either in person or by proxy, and the result shall be determined by a majority of the votes cast. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. At any meeting of members, a Member entitled to vote may vote by proxy executed in writing by a Member or her duly authorized attorney in fact. No proxy shall be valid after nine (9) months from the date of its execution unless otherwise provided in the proxy. SECTION 9. Installation Meeting The November meeting shall be designated as the Installation Meeting. SECTION 10. Quorum Ten (10%) percent of the voting members of the Corporation shall constitute a quorum. ARTICLE VII EXECUTIVE COMMITTEE OFFICERS, THEIR ELECTION AND DUTIES SECTION 1. Executive Committee Officers Executive Committee Officers of this Corporation shall be: President, Vice President/Planning, Vice President/Community Relations, Vice President/Bylaws and Parliamentarian, Recording Secretary, Corresponding Secretary, Treasurer. These officers shall compose the Executive Committee, which shall have all the powers of the Board of Directors between meetings of the Board. The actions of the Executive Committee shall be submitted to the next meeting of the Board of Directors for ratification. SECTION 2. Succession No Executive Committee Officer may serve for more that three (3) consecutive one-year terms. " " " SECTION 3. Nomination Committee The Nomination Committee (consisting of 3 selected by the Executive Committee and 3 elected from the membership) will notify membership near mid -year in the Corporation Newsletter, that anyone who wishes to be placed on the November ballot in addition to those on the Nominating Committee's slate may submit his/her name to the Committee prior to October 1 of the year. Individual may select the officer position for which he/she wishes to be considered. The Committee will have ballots printed and mailed to all members whose dues are paid and current, with instructions to sign and return the ballots prior to the November meeting. At the November meeting, the Committee will announce the results. This will be followed by installation of these elected officers for a one year term. SECTION 4. Election Elections shall be held at the Regular Annual Meeting no later than November of each year. The vote will be by secret ballot. The candidate receiving the highest number of votes shall be elected. SECTION 5. Qualifications No person may be nominated to any Executive Committee Office unless he/she has been an Active Member of the society for at least one (1) year. This restriction will not apply during the organizational period of the Society SECTION 6. Duties The duties of the Executive Committee Officers are as follows: President - Shall oversee the writing of the quarterly newsletter. Shall be a member ex - officio of all committees except Nominating. With the approval of the Executive Committee, he/she shall appoint all chairs of all committees, unless such chairs are elected. She/he shall sign all contracts and obligations authorized by the Executive Committee. In the absence of the Treasurer, he/she shall disburse the monies of the society in accordance with the approved budget. V/P Community Relations - Shall be the corporation's liaison to the community. He/she shall be responsible for identifying community activities which may be of interest to the members. He/she shall perform any other such activities as requested by the President. V/P Planning  Shall coordinate and plan the year's meetings and events. He/she shall run the Board of Directors meetings in the absence of the President. Treasurer  Shall be the custodian of the funds of the Corporation. He/she shall disburse the money of the Corporation in accordance with the Budget. He/she shall request " " " approval from the Board of Directors for any expenditure over one thousand dollars ($1,000.00) not previously approved in the budget. He/she shall keep full and accurate accounts and present statements at all Board of Directors meetings and at regular meetings upon request. He/she shall deposit of the corporation in the name of the corporation, give bond in such amount as the Board of Directors may require. Obtain liability insurance for the Directors and Officers and pay the premium. He/she will prepare and file reports and returns required by all governmental agencies. He/she shall chair the Business and Finance Committee and be responsible for submitting an annual budget to the Board of Directors for approval. Corresponding Secretary  Shall conduct the normal correspondence of the Corporation. He/she shall send notices of each regular quarterly meeting to the general membership. Recording Secretary  Shall keep accurate record of the meetings of the Board of the Directors. He/she shall maintain the file for all documents, instruments, contracts, records and other paper necessary for the operation of the Corporation. Bylaws / Parliamentarian  Shall make sure that proper parliamentarian procedure is being followed for all meetings. He/she shall make sure that the Corporation, its Board of Directors and membership is following the approved Bylaws. Shall make recommendations to the Board of Directors for any changes to existing Bylaws and chair the Bylaws/Revision Committee. Shall provide any member in good standing with a copy of the Bylaws as requested. SECTION 7. Special Meetings The President may call a Special Meeting of the Executive Committee at any time. ARTICLE VIII BOARD OF DIRECTORS SECTION 1. Board of Directors The Executive Committee and the Chairpersons of the Standing Committees shall compose the Board of Directors. The authorized number of Directors of this Corporation shall be no greater than fifteen (15) consisting of the Executive Committee and Chairperson of the Standing Committees. SECTION 2. Term of Office The term of office of each Director shall be one (1) year, until the first Annual Meeting of Members following election and until the qualification of his/her successor in office. " " " SECTION 3. Vacancies In case of any vacancy in the Board of Directors, whether by death, resignation, removal or other cause, the vacancy shall be filled by the original appointing power; or, if such power should fail for a period of thirty (30) days after receiving notice of the vacancy, to fill the same, the vacancy shall be filled by vote of a majority of the remaining Directors at a Regular or Special Meeting of the Board. Any person elected or appointed to fill a vacancy of a Director shall have the same qualifications as were required of the Directors whose office was vacated. Any person appointed or elected to fill a vacancy on the Board of Directors shall hold office for the unexpired term of he/she predecessor in office, subject to the power of removal contained herein. SECTION 4. Removal Any Directors may be removed, with or without cause, by the vote of two-thirds (2/3) of the members of the Board of Directors at a special meeting called for that purpose. At any such meeting, any vacancy caused by the removal may be filled. SECTION 5. Compensation No member of the Board of Directors shall receive compensation from the Corporation. SECTION 6. Quorum A majority of the Board of Directors shall constitute a quorum of the Board. SECTION 7. Gifts and Contributions The Board of Directors may accept, on behalf of the Corporation, any contribution, gift, bequest, or devise of any property whatsoever for consideration by the Corporation. ARTICLE IX STANDING COMMITTEES SECTION 1. Standing Committees The Board of Directors shall have the following Standing Committees: Executive; Business and Finance; Grants, Fund Raising & Endowment Development; Membership; History and Heritage, Arts and Culture; and Communications, Community Outreach and Coordination. At the first meeting following the Annual Meeting, the Chairperson and members of all Standing Committees shall be appointed by the President for a term of " " one year. Committee members will be nominated by the Committee chairpersons, and approved by the Board of Directors prior to appointment by the President. SECTION 2. Executive This Committee shall be composed of the elected President, Vice -President Planning, Vice -President Community Relations, Vice-President/Bylaws and Parliamentarian. Corresponding Secretary, Recording Secretary, Treasurer. It shall have the power and duty to oversee or conduct the routine affairs of the Corporation between meetings of the Board and to represent the Corporation in the conduct of negotiations and extraordinary transactions subject to the review and approval of the full Board of Directors. SECTION 3. Business and Finance The Business and Finance Committee shall consist of the Vice -President -Planning, the Treasurer, the Chairman of the Grants, Fund Raising & Endorsement Development Committee, and three members of the Board of Directors nominated by the Chairman of the Business and Finance Committee, approved by the Executive Committee and appointed by the President. It shall review the annual budget and forward such budget to the Board of Directors along with its recommendation as to final approval; it shall provide for an audit of the accounts of the Corporation; it shall determine that the Corporation has appropriate insurance coverage; and it shall establish policies for and monitor the investment of the Corporation funds and endowments. The Treasurer will chair this committee. SECTION 4. Grants, Fund Raising & Endowment Development The raising of funds for the Corporation, other than membership dues, shall be the responsibility of the Grants, Fund Raising & Endowment Development. This Committee shall plan and manage both special and annual fund drives. The Chairman shall be appointed by the President shall also serve on the Business and Finance Committee. The committee members are indeterminate in number and membership and shall be nominated by the Chairman of the Grant, Fund Raising & Endowment Development Committee, approved by the Executive Committee and appointed by the President. SECTION 5. Membership This Committee shall consist of the Chairman appointed by the President and three to six members nominated by the Chairman, approved by the Executive Committee and appointed by the President. It shall be the responsibility of the Committee to conduct campaigns to increase membership in the Corporation, encourage members to participate on committees and in other activities of the Corporation and promote achievement of the Corporation mission. " " " SECTION 6. History and Heritage, Arts and Culture This Committee shall be responsible for providing guidelines for the collection, preservation, storage, exhibition and disposition of artifacts, documents and other collection items of historical significance to the Village of Key Biscayne. It shall provide support for the ethical and knowledgeable handling of the collections conforming to professional museum standards. The Committee shall consist of the Chairman appointed by the President, and at least five and no more than ten members of the Society nominated by the Chairman, approved by the Executive Committee and appointed by the President. SECTION 7. Communications, Community Outreach and Coordination The Communications Committee is responsible for coordination and oversight of the marketing and publicity programs of the Corporation. It shall provide guidance to the Corporation in the preparation of newsletters and exhibits and in the conduct of tours, special events and other programs offered by the Corporation. The Committee shall consist of the Chairman appointed by the President and at least two members of the Corporation nominated by the Chairman, approved by the Executive Committee and appointed by the President ARTICLE X SPECIAL COMMITTEESS SECTION 1. Special Committees Special Committees may be established, their chairs appointed, and their function and term designated by the President with the majority approval of the Board of Directors. Committees may include, but are not limited to the following: Budget - This committee shall consist of the President, Treasurer, V/P Planning, V/P Community Relation. The Treasurer shall chair this committee. Bylaws/Revisions Committee  This committee shall be chaired by the Bylaws/Parliamentarian. Nomination  This Committee shall consist six (6) members  three (3) for the Executive Committee and three (3) for membership at large. Special Events  This Committee will be in charge of organizing all events  the Vice President Planning will chair this Committee. " " " " ARTICLE XI BYLAW AMENDMENTS AND PARLIAMENTARY AUTHORITY SECTION 1. Bylaw Amendments The Bylaws may be amended by a two-thirds (2/3) vote of the Board of Directors provided such proposed amendments have been read at the previous meeting. SECTION 2. Parliamentary Authority "Robert's Rules of Order Revised" shall be the official guide of the Key Biscayne Historical and Heritage Society, Inc. in all instances where they do not conflict with the Bylaws or special rules of the Corporation ARTICLE XII PUBLICITY SECTION 1. Membership List The Key Biscayne Historical and Heritage Society membership list is for the use of the Corporation only and cannot be used for promotion of any activity unrelated to the Corporation. It shall not be used for personal gain or made available for commercial or solicitation purposes. SECTION 2. Authority to make Statements No person, except for the President or the Executive Director (if one has been appointed by the Board of Directors) shall be authorized to make any public statements, whether written or oral, purporting to represent the official policy, position, or opinion of this Corporation, without first having obtained the approval of the Board of Directors. SECTION 3. Limitation of Statements Any person who is authorized to make any public statement, whether written or oral, purporting to represent the official policy, position, recommendation or opinion of the Corporation, shall first make it clear that he or she is representing the Corporation. Thereafter, throughout the entire presentation, he or she shall confine his/her presentation only to those matters which have been properly approved by the Corporation. He or she shall not at the same time present any statement purporting to represent any other firm, group, or organization or purporting to represent his or her own personal views. 10 " " " ARTICLE XIII FISCAL POLICIES SECTION 1. Fiscal Year The fiscal year of the Corporation will be the calendar year. SECTION 2. Audit The yearly report of the Treasurer shall be audited by a qualified accountant selected by the Executive Committee. ARTICLE XIV MISCELLANEOUS SECTION 1. Corporate Seal The Corporation shall have a Corporation Seal, upon which shall be inscribed Key Biscayne Historical and Heritage Society, Inc., the year of its creation, the phrase "Corporation not -for-profit" and the words "Seal" and "Florida" SECTION 2. Notice Whenever any notice is required to be given under the provisions of the Articles of Incorporation of the Bylaws of this Corporation, a waiver thereof in writing signed by the person or person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE XV INDEMNIFICATION Any person (and the heirs, executors and administrators of such person) made or threatened to be made a party to any action, suit of proceeding by reason of the fact he is or was a Director of Officer of the Corporation shall be indemnified by the Corporation against any and all liability and the reasonable expenses, including attorney's fees and disbursements, incurred by him (or by his heirs, executors or administrators) in connection with the defense or settlement of such action, suit or proceeding, or in connection with any appearance therein, except in relation to matters as to which it shall be adjudged un such action, suit or proceeding that such Director or Officer is liable for negligence or misconduct in the performance of this duties. Such right of indemnification shall not be deemed exclusive of any other rights to which such Director or Officer (or such heirs, executors) may be entitled apart from this Article. 11 " " " CERTIFICATION I hereby certify that these bylaws were adopted by the Board of Directors of the Key Biscayne Historical and Heritage Society, Inc. at their meeting held on February 7, 2007. 12 " KEY BISCAYNE HISTORICAL SOCIETY Legal registration* Key Biscayne Historical and Heritage Society, Inc. ID E-mail: KBHSmeyer@aol.com Address: 260 Crandon Blvd., Suite 14, Key Biscayne, FL 33149 RESOLUTION: During the initial stages of Society organization, the size, scope, and duties of the History and Heritage, Arts, Culture and Special Events Committee has been noted with concern. Further, the concern is that the responsibilities of History and Heritage, and the responsibilities of Arts, Culture and Special Events appear to be separate and unrelated. Further, revision of this single committee (as originally proposed) into two separate committees, each of which would be considered "Standing Committees" would appear to benefit Society organization and function. Further, appointment of separate Chairpersons for each of these "Standing Committees" would recognize History and Heritage, and Arts, Culture and Social Events as significant and independent activities for the Society. THEREFORE BE IT RESOLVED: History and Heritage, and Arts, Culture and Special Events will be separate Standing Committees. Their Chairpersons will have representation on the Board of Directors. The Board of Directors will consist of 7 Officers and 5 Committee Chairpersons. May 17, 2007 d Meyer, Robert Bristol, Dr. aggs " KEY BISCAYNE •HISTORICAL SOCIETY Legal registration- Key Biscayne Historical and Heritage Society, Inc. J • E-mail: KBHSmeyer@aol.com Address: 260 Crandon Blvd., Suite 14, Key Biscayne, FL 33149 RESOLUTION: On May 17, 2007 The ARTS, CULTURE, and SPECIAL EVENTS COMMITTEE was established as a separate and unrelated entity from the History and Heritage Committee. The Bylaws of the Key Biscayne Historical and Heritage Society shall be amended with changes in the appropriate sections to so designate this Committee, including under Article IX, section 1, Article IX, section 6. In addition, Article IX, section 8 shall be added to define the responsibility assigned to this Committee. It shall consist of a Chairperson appointed by the President, with members nominated by the Chairperson, approved by the Executive Committee and appointed by the President. The Committee shall be responsible -for, work -with and assist other Committees*. iiiiiktilin all activities focusing upon art, theater, cultural matters, social and special events. I i Additional tasks may be assigned as needed by the President. June 14,2007 Ed Meyer, Robert Bristol, Rob Executive Committee/ Board o Maggs, M.D. )irectors. ti� 111/ Legal registration Key Biscayne Historical and Heritage Society, Inc. J • KEY BISCAYNE HISTORICAL SOCIETY E-mail: KBHSmeyer@aol.com Address: 260 Crandon Blvd., Suite 14, Key Biscayne, FL 33149 BE IT RESOLVED, that "The Advisory Committee" will be established. It will be a "Special Committee", and noted in the appropriate section(s) of the Bylaws of the Key Biscayne History and Heritage Society, including Article X, section 1; Article VH, section 1; Article VIII, section 1. Membership shall be lifetime and future Society dues will be waived. Membership shall be restricted to Founding Members and all past Presidents of the Key Biscayne Historical and Heritage Society. On any official stationary of the Society listing the Officers and Committee Chairpersons, the names of the "Advisory Committee" members shall be noted. Members shall be ex - officio members of both the Executive Committee and the Board of Directors. They shall be invited to attend meetings, may partake in all discussions, but without voting privilege. In the event that a Founding Member or a past President becomes a member of the Executive Committee or the Board of Directors by virtue of serving as an Officer or a Chairperson, voting privileges shall be restored. June 14, 2007 Ed Meyer, Robert Bristol, Dr. Robert Maggs Executive Committee/ Board of Directors ,,_) P'Y " " " CERTIFICATION I hereby certify that these bylaws were adopted by the Board of Directors of the Key Biscayne Historical and Heritage Society, Inc. at their meeting held on February 7, 2007. 12 frii‘Ad'estif, cif/1073w' 1/7,0o7 'BYLAWS % a �� -OF fiA,z/d#c Key Biscayne Historical and Heritage Society, Inc. l A Florida Nonprofit Corporation ARTICLE I NAME The name of this Corporation shall be the Key Biscayne Historical and Heritage Society, Inc., herein called the "Corporation". ARTICLE II PURPOSE SECTION 1. Purpose • • The purpose of this Corporation shall be the collection, preservation, storage and exhibition of artifacts, documents and information of historical significance to the Village of Key Biscayne, Florida, and its environs. It shall provide for and promote the dissemination of information pertaining to local history and present educational and interpretive programs, projects and exhibits. SECTION 2. Limitations The Corporation shall, in all of its activities, be non-partisan, non-discriminatory and non-sectarian. The Corporation shall observe all local, state and federal laws, which apply to non-profit organization as defined in Section 501 (c) (3) of the 1986 Internal Revenue Service Code, as amended. ARTICLE III OFFICES SECTION 1. Principal Office The principal office of this Corporation in the State of Florida shall be located in the Village of Key Biscayne, County of Miami -Dade, at c/o Sala & Gomez, P.A., 260 Crandon Blvd, Suite 14, Key Biscayne, Florida 33149. Proposed additions to text are indicated by underline; proposed deletions from text are indicated by strikethrough. 1 SECTION 2. Other Offices • • The Corporation may have such other offices, either within or without the County of Miami -Dade, State of Florida, as the Board of Directors may from time to time determine. ARTICLE IV MEMBERS AND MEMBERSHIP SECTION 1. Memberships Any person believing in the purpose of the Key Biscayne Historical and Heritage Society shall be eligible for active membership. The classes of membership shall be "Founder", "Charter" and "Regular". Annual dues for each class shall be determined by the Board of Directors from time to time. SECTION 2. Rights of Members All members shall have the right to vote. No member shall be entitled to share in the distribution of the corporate assets upon the dissolution of the corporation. ARTICLE V RESIGNATION OF MEMBERS SECTION 1. Resignation Any member may resign in good standing. Resignation shall be in writing and delivered to the President or Secretary of the corporation. ARTICLE VI MEETINGS SECTION 1. Regular Membership Meetings The Regular Membership Meetings of the Corporation shall be held quarterly -- February, May, September, and November. • SECTION 2. Board of Directors Meetings • • • The Regular Board of Directors Meetings of the Corporation shall be held monthly. If required, meetings shall be held more or less frequently at the discretion of the Board of Directors or of the President. SECTION 3. Annual Meetings The Annual Meeting of Members of the Corporation shall be held no later than November of each year unless necessarily changed by the Board of Directors. The Place of the meetings shall be at such place in the Village of Key Biscayne as may be designated in the notice of the meeting. Considered at such meeting shall be the election installation of the newly elected Executive Committee of the Board of Directors, and such other corporate business as may come before the meeting. At the Annual Meeting of Members, members may take any action which they are required or permitted to take under the laws of the State of Florida of the Charted or Bylaws of this Corporation on any matter which comes before the meeting, except an amendment to the Charter or Bylaws. SECTION 4. Special Meetings Special Meetings of the members of the Corporation may be held at such place in the Village of Key Biscayne as shall be designated, whenever called for by the President with or by a quorum of the Board of Directors, or by majority of -the me bem or upon the request in writing of the at least one third (1/3) ten percent (10%) of the members of the Corporation. A request in writing for a Special Meeting by the members of the Corporation shall set forth the subject matter to be discussed at such special meeting, and no matters other than those set forth in the said notice may be discussed at such Special Meeting. (A) At any special meeting of the membership, action can be taken only on matters which are specifically set forth in the notice of the meeting, unless waived in writing as provided in these Bylaws. SECTION 5. Notice At least ten (10) days notice in writing of meeting, whether annual, regular or special, shall be delivered by mail to each member entitled to vote. SECTION 6. Meeting Waiver Any notice required to be given, herein, may be waived in writing either before, at, or after the time of such notice. SECTION 7. Action of Members • • Any action required by law to be taken, or which may be taken at a meeting of members, may be taken without a meeting upon the written consent, setting forth the action so taken, of a majority of all the members entitled to vote with respect to the subject matter thereof. SECTION 8. Voting At all meetings, each Member in good standing shall be entitled to one (1) vote, either in person or by proxy, and the result shall be determined by a majority of the votes cast. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. At any meeting of members, a Member entitled to vote may vote by proxy executed in writing by a Member or his/her duly authorized attorney in fact. No proxy shall be valid after nine (9) months from the date of its execution unless otherwise provided in the proxy. SECTION 14 9. Quorum Ten (10%) percent of the voting members of the Corporation shall constitute a quorum. ARTICLE VII EXECUTIVE COMMITTEE OFFICERS, THEIR ELECTION AND DUTIES SECTION 1. Executive Committee Officers Executive Committee Officers of this Corporation shall be: President, Vice President/Planning, Vice President/Community Relations, Vice President/Bylaws and Parliamentarian, Recording Secretary, Corresponding Secretary, and Treasurer. Tthe Executive Committee, whisk shall have all the powers of the Board of Directors between meetings of the Board. The actions of the Executive Committee shall be submitted to the next meeting of the Board of Directors for ratification. • SECTION 2. Succession • • • No Executive Committee Officer may serve for more that three (3) consecutive one-year terms. SECTION 3. Nomination Committee The Nomination Committee (consistsi rg of 3 members selected by the Executive Committee and 3 members elected from the membership) wil . The membership near mid -year will be notified in the Corporation Newsletter, that anyone who wishes to be placed on the November ballot in addition to those on the Nominating Committee's slate may submit his/her name to the Committee prior to October 1 of the year. Individuals may select the officer position for which he/she wishes to be considered. The Committee will have ballots printed and mailed by October 15th to all members whose dues are paid and current, with instructions to sign and return the ballots prior to the November meeting. At the November meeting, the Committee will announce the results. This will be followed by installation of these elected officers for a one year term. SECTION 4. Election Elections shall be held by mail ballot and the results announced at the Regular Annual Meeting to be held no later than November of each year. ballet The candidate receiving the highest number of votes for each officer position shall be elected. SECTION 5. Qualifications No person may be nominated to any Executive Committee Office unless he/she has been anan-Mtive a Mmember of the society for at least one (1) year. This restriction will not apply during the organizational period of the Society_ SECTION 6. Duties The duties of the Executive Committee Officers are as follows: President - Shall be a member ex - officio of all committees except Nominating. With the approval of the Executive Committee, he/she shall appoint all chairs of all committees, unless such chairs aro elected. She/he shall sign all contracts and obligations authorized by the Executive Ghee Board of Directors. In the absence of the Treasurer, he/she shall disburse the monies of the society in accordance with the approved budget. V/P Community Relations - Shall be the corporation's liaison to the community. He/she shall be responsible for identifying community activities which may be of interest to the members. He/she shall perform any other such activities as requested by the President. " " " V/P Planning  Shall coordinate and plan the year's meetings and events. He/she shall run the Board of Directors meetings in the absence of the President. Treasurer  Shall be the custodian of the funds of the Corporation. He/she shall disburse the money of the Corporation in accordance with the Budget. He/she shall request approval from the Board of Directors for any expenditure over one thousand dollars ($1,000.00) not previously approved in the budget. He/she shall keep full and accurate accounts and present statements at all Board of Directors meetings and at regular meetings upon request. He/she shall deposit all funds of the corporation in the name of the corporation, give bond in such amount as the Board of Directors may require -1 9obtain liability insurance for the Directors and Officers and pay the premium. He/she will prepare and file reports and returns required by all governmental agencies. He/she shall chair the Business and Finance Committee and be responsible for submitting an annual budget to the Board of Directors for approval. Corresponding Secretary  Shall conduct the normal correspondence of the Corporation. He/she shall send notices of each regular quarterly meeting to the general membership. Recording Secretary  Shall give notice and keep accurate record of the meetings of the Board of the Directors. He/she shall maintain the file for all documents, instruments, contracts, records and other paper necessary for the operation of the Corporation. Bylaws / Parliamentarian  Shall make sure that proper parliamentarian procedure is being followed for all meetings. He/she shall make sure that the Corporation, its Board of Directors and membership is following the approved Bylaws. Shall make recommendations to the Board of Directors for any changes to existing Bylaws and chair the Bylaws/Revision Committee. Shall provide any member in good standing with a copy of the Bylaws as requested. ARTICLE VIII BOARD OF DIRECTORS SECTION 1. Board of Directors The Executive Committee and the Chairpersons of the Standing Committees shall compose the Board of Directors. The authorized number of Directors of this Corporation shall be no greater than fifteen (15) consisting of the Executive Committee and Chairperson of the Standing Committees. " " SECTION 2. Term of Office The term of office of each Director shall be for one (1) year, until the first Annual Meeting. of Meffbers f 1lewing electio and , nti1 the  al; fcation of his/her office following the November Annual Election Installation Meeting of the Members. SECTION 3. Vacancies In case of any vacancy in the Board of Directors, whether by death, resignation, removal or other cause, the vacancy shall be filled by the original appointing power; or, if such fill the same, the vacancy shall be filled by vote of a majority of the remaining Directors at a Regular or Special Meeting of the Board. Any person elected or appointed to fill a vacancy of a Director shall have the same qualifications as were required of the Directors whose office was vacated. Any person appointed or elected to fill a vacancy on the Board of Directors shall hold office for the unexpired term of he she his/her predecessor in office, subject to the power SECTION 4. Removal Any Directors may be removed, with or without cause, by the vote of two-thirds (2/3) of the members of the Board of Directors at a special meeting called for that purpose. At any such meeting, any vacancy caused by the removal may be filled, according to Section 3 above. SECTION 5. Compensation No member of the Board of Directors shall receive compensation from the Corporation. SECTION 6. Quorum A majority of the Board of Directors shall constitute a quorum of the Board. SECTION 7. Gifts and Contributions The Board of Directors may shall accept, on behalf of the Corporation subiect to established policy, any contribution, gift, bequest, or devises property whatsoever for the Corporation. " " " " ARTICLE IX STANDING COMMITTEES The Board of Directors shall have the following Standing Committees: Executive; Business and Finance; Grants, Fund Raising & Endowment Development; Membership; History and Heritage;.;. Arts and Culture and Special Events; and Communications, Community Outreach and Coordination. At the first meeting following the Annual Meeting, the Chairperson and members of all Standing Committees shall be appointed by the President for a term of one year. Committee members will be nominated by the Committee chairpersons, and approved by the Board of Directors prior to appointment by the President. SECTION M" Executive This Committee shall be composed of the elected President, Vice -President Planning, Vice -President Community Relations, Vice-President/Bylaws and Parliamentarian. Corresponding Secretary, Recording Secretary, Treasurer. It shall have the power and duty to oversee or conduct the routine affairs of the Corporation between meetings of the Board and to represent the Corporation in the conduct of negotiations and extraordinary transactions subject to the review and approval of the full Board of Directors. SECTION K. Business and Finance The Business and Finance Committee shall consist of the Treasurer, the Vice -President - Planning, the Treasurer, the Chairman of the Grants, Fund Raising &and Enelefsenaent Endowment Development Committee, and three members of the Board of Directors nominated by the Chairman of the Business and Finance Committee, approved by the Executive Committee and appointed by the President. It shall review the annual budget and forward such budget to the Board of Directors along with its recommendation as to final approval; it shall provide for an audit of the accounts of the Corporation; it shall determine that the Corporation has appropriate insurance coverage; and it shall establish policies for and monitor the investment of the Corporation funds and endowments. The Treasurer will chair this committee. SECTION 43. Grants, Fund Raising & and Endowment Development The raising of funds for the Corporation, other than membership dues, shall be the responsibility of the Grants, Fund Raising & and Endowment Development. This Committee shall plan and manage both special and annual fund drives. The Chairman ahllbe ar ointea by `he Pre ident shall alga serve on the Business and Finance Committee. The membership and shall be nominated by the Chairman of the Grant, Fund Raising &and Endowment Development Committee, approved by the Executive Committee and appointed by the President. The committee members are indeterminate in number. SECTION 54. Membership • • • This Committee shall consist of the Chairman appointed by the President and three to six members nominated by the Chairman, approved by the Executive Committee and appointed by the President. It shall be the responsibility of the Committee to conduct campaigns to increase membership in the Corporation, encourage members to participate on committees and in other activities of the Corporation and promote achievement of the Corporation mission. SECTION 65. History and Heritag ,Arts aHa Cu'turc This Committee shall be responsible for providing guidelines for the collection, preservation, storage, exhibition and disposition of artifacts, documents and other collection items of historical significance to the Village of Key Biscayne. It shall provide support for the ethical and knowledgeable handling of the collections conforming to professional museum standards. The Committee shall consist of the Chairman appointed by the President_, an at 1 ea.t five aMa „ e tha te„ memb err The members of the Sesiety Committee are to be nominated by the Chairman, approved by the Executive Committee and appointed by the President. SECTION 7-6. Communications, Community Outreach and Coordination The Communications Committee is responsible for coordination and oversight of the marketing and publicity programs of the Corporation. It shall provide guidance to the Corporation in the preparation of newsletters and exhibits and in the conduct of tours, special events and other programs offered by the Corporation. The Committee shall consist of the Chairman appointed by the President and at least two members of the Corporation nominated by the Chairman, approved by the Executive Committee and appointed by the President SECTION 7. Arts, Culture and Special Events The Committee shall consist of the Chairperson appointed by the President. The Committee members are to be nominated by the Chairperson, approved by the Executive Committee and appointed by the President. The Committee shall be responsible for, shall work with and assist other Committees in all activities focusing upon art, theater, cultural matters, social and special events. Additional tasks may be assigned as needed by the President. " " " ARTICLE X SPECIAL COMMITTEESS SECTION 1. Special Committees Special Committees may be established, their chairs appointed, and their function and term designated by the President with the majority approval of the Board of Directors. Committees may include, but are not limited to the following: Budget Committee - This committee shall consist of the President, Treasurer, Assistant Treasurer/Accountant, V/P Planning, V/P Community Relation Chair of Grants, Fundraising and Endowment. The Treasurer or Assistant Treasurer shall chair this committee. Bylaws/Revisions Committee  This committee shall be chaired by the Bylaws/Parliamentarian and members nominated by the Chairman, approved by the Executive Committee and appointed by the President. Nominatieng Committee  This Committee shall consist of six (6) members  three (3) members selected by fe the Executive Committee and three (3) members elected from the fef membership at large. There will be three (3) year staggered terms with two (2) replacements each year. Annually the Committee will select its own Chairperson. The Committee will notify the membership near mid -year in the Society Newsletter, that anyone who wishes to be placed on the November ballot in addition to those on the Nominating Committee's slate, may submit his/her name to the Committee prior to October 1 of the year. Individual may select the officer position for which he/she wishes to be considered. The Committee will have ballots printed and mailed to all members whose dues are paid and current, with instructions to return the ballots prior to the November meeting. At the November meeting, the Committee Chairperson will announce the results. This will be followed by installation of these elected officers. Special Events This Committee will be in charge of organizing all events tho Vico ARTICLE XI BYLAW AMENDMENTS AND PARLIAMENTARY AUTHORITY SECTION 1. Bylaw Amendments The Bylaws may be amended by a two-thirds (2/3) vote of the Board of Directors provided such proposed amendments have been read at the previous meeting. 10 SECTION 2. Parliamentary Authority • • • "Robert's Rules of Order Revised" shall be the official guide of the Key Biscayne Historical and Heritage Society, Inc. in all instances where they do not conflict with the Bylaws or special rules of the Corporation ARTICLE XII PUBLICITY SECTION 1. Membership List The Key Biscayne Historical and Heritage Society membership list is for the use of the Corporation only and cannot be used for promotion of any activity unrelated to the Corporation. It shall not be used for personal gain or made available for commercial or solicitation purposes. SECTION 2. Authority to make Statements No person, except for the President or the Executive Director (if one has been appointed by the Board of Directors) shall be authorized to make any public statements, whether written or oral, purporting to represent the official policy, position, or opinion of this Corporation, without first having obtained the approval of the Board of Directors. SECTION 3. Limitation of Statements Any person who is authorized to make any public statement, whether written or oral, purporting to represent the official policy, position, recommendation or opinion of the Corporation, shall first make it clear that he or she is representing the Corporation. Thereafter, throughout the entire presentation, he or she shall confine his/her presentation only to those matters which have been properly approved by the Corporation. He or she shall not at the same time present any statement purporting to represent any other firm, group, or organization or purporting to represent his or her own personal views. ARTICLE XIII FISCAL POLICIES SECTION 1. Fiscal Year The fiscal year of the Corporation will be the calendar year. 11 SECTION 2. Audit • • • • The yearly report of the Treasurer shall be audited by a qualified accountant selected by ' the Executive Committee. • ARTICLE XIV MISCELLANEOUS SECTION 1. Corporate Seal The Corporation shall have a Corporation Seal, upon which shall be inscribed Key Biscayne Historical and Heritage Society, Inc., the year of its creation, the phrase "Corporation not -for-profit" and the words "Seal" and "Florida" SECTION 2. Notice Whenever any notice is required to be given under the provisions of the Articles of Incorporation of the Bylaws of this Corporation, a waiver thereof in writing signed by the person or person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE XV INDEMNIFICATION Any person (and the heirs, executors and administrators of such person) made or threatened to be made a party to any action, suit of proceeding by reason of the fact he is or was a Director of Officer of the Corporation shall be indemnified by the Corporation against any and all liability and the reasonable expenses, including attorney's fees and disbursements, incurred by him (or by his heirs, executors or administrators) in connection with the defense or settlement of such action, suit or proceeding, or in connection with any appearance therein, except in relation to matters as to which it shall be adjudged un such action, suit or proceeding that such Director or Officer is liable for negligence or misconduct in the performance of this duties. Such right of indemnification shall not be deemed exclusive of any other rights to which such Director or Officer (or such heirs, executors) may be entitled apart from this Article. CERTIFICATION 12 " " " I hereby certify that these bylaws were adopted by the Board of Directors of the Key Biscayne Historical and Heritage Society, Inc. at their meeting held on February 7, 2007. Secretary 13 " ki I R '' INTERNALNREVENUEOF ESERVICERY CINCINNATI OH 45999-0023 " i 3 00286 " " KEY BISCAYNE HISTORICAL AND ROBERT MAGGS - SALA 260 CRANDON BLVD STE 14 KEY BISCAYNE FL 33149 Date of this notice: 01-23-2007 Employer Identification Number: 38-3749517 Form: SS -4 Number of this notice: CP 575 C For assistance you may call us at: 1-800-829-4933 IF YOU WRITE, ATTACH THE STUB OF THIS NOTICE. WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER Thank you for applying for an Employer Identification Number (EIN). We assigned you EIN 38-3749517. This EIN will identify your business account, tax returns, and documents, even if you have no employees. Please keep this notice in your permanent records When filing tax documents, please use the label we provided. If this isn't possible, it is very important that you use your EIN and complete name and address exactly as shown above on all federal tax forms, payments and related correspondence. Any variation may cause a delay in processing, result in incorrect information in your account or even cause you to be assigned more than one EIN. If the information isn't correct as shown above, please correct it using tear off stub from this notice and return it to us so we can correct your account.. Based on the information from you or your representative, you must file the following form(s) by the date(s) shown. Form 1120 03/15/2008 If you have questions about the form(s) or the due dates(s) shown, you can call or write to us at the phone number or address at the top of the first page of this letter. If you need help in determining what your tax year is, see Publication 536, Accounting Periods and Methods, available at your local IRS office or you can download this Publication from our Web site at www.irs.gov. We assigned you a tax classification based on information obained from you or your representative. It is not a legal determination of your tax classification, and is not binding on the IRS. If you want a legal determination on your tax classification, you may request a private letter ruling from the IRS under the guidelines in Revenue Procedure 2004-1,2004-1 I.R.B. 1 (or superseding Revenue Procedure for the year at issue.) (IRS USE ONLY) 575C 01-23-2007 KEYB B 0232858217 SS -4 If you're required to deposit for employment taxes (Forms 941, 943, 940, 945, CT -1, or 1042), excise taxes (Form 720), or incomeotax (Form 1120), you will receive a Welcome Package shortly which includes instructions for making your deposits electronically through the Electronic Federal Tax Payment System (EFTPS). A Personal Identification Number (PIN) for EFTPS will also be sent to you under separate cover. Please activate the PIN once you receive it, even if you have requested the services of a tax professional or representative. For more information about EFTPS, call 1-800-829-3676 and request Publication 966, Now a Full Range of Electronic Choices to Pay All Your Federal Taxes. If you need to make a deposit before you receive your Welcome Package, you can use the enclosed FTD Coupon, Form 8109-B. The IRS is committed to helping all taxpayers to comply with their tax filing obligations. If you need help completing your returns or meeting your tax obligations, Authorized e -file Providers, such as Reporting Agents (payroll service providers) are available to assist you. Visit the IRS Web site at www.irs.gov for a list of companies who offer IRS e -file for Business products and services. The list provides the addresses and telephone numbers, including links to their Web sites. You can also download IRS Forms, Publications, Revenue Procedures, and other information from this Web site. IMPORTANT REMINDERS: * Keep a copy of this notice in your permanent records. * Use this EIN and your name exactly as they appear above on all your federal tax forms. * Refer to this EIN on your tax related correspondence and documents. If you have questions, you can call or write to us at the phone number or address at the top of the first page of this notice. If you write, please tear off the stub at the end of this notice and send it along with your letter. Thank you for your cooperation. Note: If you change your corporation to an S corporation, you must file Form 2553, Election by a Small Business Corporation. Tax forms are available at the IRS Web site at www.irs.gov or by calling 1-800-829-3676. Note: If you change your business to a corporation, you may need to file Form 8832, Entity Classification Election. See forms for instructions to determine if you are required to file. (IRS USE ONLY) 575C 01-23-2007 KEYB B 0232858217 SS -4 • 000286 Your application for an EIN indicates that you intend to elect to file your return as an 1120-5. An election to file a Form 1120-S must be made within certain timeframes and the corporation must meet certain tests. All of this information is included in the instructions for Form 2553, Election by a Small Business Corporation. The Internal Revenue Service has also identified several mistakes commonly made S corporations and their shareholders. Please review them and call us at 1-800-829-1040 if you have any questions. * Losses in Excess of Basis - Pursuant to Internal Revenue Code (IRC) section 1366, a shareholder in an S corporation may not deduct S corporation losses in excess of their basis in stock and/or debt. Each shareholder's stock basis and debt (loans from shareholders) basis should be computed annually. * Taxable Distributions - Pursuant to IRC section 1368, distribution to shareholders in excess of stock basis are generally taxable. * Gain on Repayment of Loans from Shareholders - where the shareholder previously used debt basis to absorb S corporation losses, subsequent repayments on the loans are generally taxable. * Compensation to Shareholder - If the shareholders performing services for the S corporation, be careful not to improperly classify the compensation as payments other than salary (examples: excessive rent, or distributions) in order to avoid employment taxes. * Fringe Benefits - Certain fringe benefits paid on behalf of a shareholder who owns more than 2% of the stock (or shareholder's family) are taxable. Examples include certain accident, health, and life insurance premiums, meals and lodging, and certain cafeteria plan benefits. * Accrual of Expenses Due to Shareholders - Pursuant to IRC section 267, an accrual basis corporation may not accrue and deduct expenses (such as rent) due to a cash basis shareholder until the amount is includible in the income of the shareholder (when paid). Keep this part for your records. CP 575 C (Rev. 1-2007) • • Return this part with any correspondence so we may identify your account. Please correct any errors in your name or address. CP 575 C 0232858217 Your Telephone Number Best Time to Call DATE OF THIS NOTICE: 01-23-2007 ( ) - EMPLOYER IDENTIFICATION NUMBER: 38-3749517 FORM: SS -4 NOBOD INTERNAL REVENUE SERVICE CINCINNATI OH 45999-0023 II'II'iiiimiIIII'II11'IIIIIIIII I' lllll '1'IIIIIIIII.1 KEY BISCAYNE HISTORICAL AND HERITAGE SOCIETY INC ROBERT MAGGS - SALA 260 CRANDON BLVD STE 14 KEY BISCAYNE FL 33149 " " 766586751090911070 01/19/2007 EFTPS is a service provided FREE by the U.S. Department of the Treasury. KEY BISCAYNE HISTORICAL AND HERITAGE SOCIETY INC % ROBERT MAGGS - SALA 260 CRANDON BLVD STE 14 KEY BISCAYNE, FL 33149-0000 Welcome to EFTPS To activate your EFTPS Enrollment, call 1-800-555-3453 as soon as possible. EIN **-***9517 (Electronic Federal Tax Payment System) When you were assigned your Employer Identification Number (EIN), you were enrolled in EFTPS to make your Federal Tax Deposits online or by phone. To make your deposits, you will instruct EFTPS to transfer funds from your bank account to Treasury. Now you need to activate your enrollment by supplying EFTPS with your bank account information and phone number. The enclosed brochure gives you the steps required to activate your enrollment. Please read it carefully. is Your Personal Identification Number (PIN This PIN should be kept in a safe place and not shared with unauthorized individuals You will need to have this PIN, your EIN, and bank account informa1Iiin handy when you call to activate your enrollment. If you have any questions, please call EFTPS Customer Service, 24 hours a day, 7 days a week: 1-800-555-4477. Regards, U.S. Department of the Treasury EFTPS Enrollment Processing Electronic Federal Tax Payment System EFTPS Enrollment Processing Center PO Box 173788, Denver, CO 80217-3788 EFTPS is a service provided FREE by the U.S. Department of the Treasury. EE 6-05 IRSDepartment of the Treasury ���Internal Revenue Service • 001134 • CINCINNATI OH 45999-0038 KEY BISCAYNE HISTORICAL AND ROBERT MAGGS - SALA 260 CRANDON BLVD STE 14 KEY BISCAYNE FL 33149 In reply refer to: 0232858217 Jan. 25, 2007 LTR 147C EO 38-3749517 000000 00 000 01246 BODC: SB Employer Identification Number: 38-3749517 Dear Taxpayer: We received your request dated Jan. 16, 2007, Form SS -4 Application for Employer Identification Number. Your Employer Identification Number (EIN) is 38-3749517. Please keep this number in your permanent records. You should enter your name and your EIN, exactly as shown above, on all business federal tax forms that require its use, and on any related correspondence documents. Your Form SS -4 indicates that your entity desires to be treated as a Corporation. To apply for such an election, we must advise you to complete and submit timely a Form 8832, Entity Classification Election. To obtain this or any form with instructions, visit www.irs.gov or call 1-800-829-3676 to have forms and instructions mailed to you. If you have any questions, please call us toll free at 1-800-829-0115. If you prefer, you may write to us at the address shown at the top of the first page of this letter. Whenever you write, please include this letter and, in the spaces below, give us your telephone number with the hours we can reach you. Also, you may want to keep a copy of this letter for your records. Telephone Number ( ) Hours • 0232858217 Jan. 25, 2007 LTR 147C EO 38-3749517 000000 00 000 01247 KEY BISCAYNE HISTORICAL AND ROBERT MAGGS - SALA 260 CRANDON BLVD STE 14 KEY BISCAYNE FL 33149 We apologize for any inconvenience we may have caused you, and thank you for your cooperation. Sincerely yours, A. o umh^-Ge Doris Kenwright, Department Mgr. Accounts Management Operations Enclosure(s): Copy of this letter " r Electronic Federal Tax Payment System KEY BISCAYNE HISTORICAL AND HERITAGE SOCIETY INC % ROBERT MAGGS - SALA 260 CRANDON BLVD STE 14 KEY BISCAYNE, FL 33149-0000 About Your E1:PS Enrollment Dear Taxpayer: You were recently pre -enrolled in the Electronic Federal Tax Payment System (EFTPS) to m your federal tax payments online or by phone. According to our records... You have not activated your - , " Ilment yet. You can activate your enrollment by calli d supplying EFTPS with your bank account information an " phone number. Please have your Em Identification Numb , EFTPS Personal Identification ceived previously by a separate mailing), information handy when you call. It's important that you activate your enrollment as soon as possible so you can begin payments through EFTPS. Once you begin using EFTPS, you will see how convenient, easy, and fast it is to make a federal tax payment online or by phone. Plus, you will receive an immediate acknowledgement number for every transaction which acts as a receipt for your records. If you have any questions or need assistance, please call EFTPS Customer Service at 1-800-555-4477. Thank You. EFTPS Enrollment Processing BA EA 12/03 Oda !13 vZv prot-la tie l� r Oef 7 Form SS -4 (Rev February 2006) Department or the Treasury Internal Revenue Service Application for Employer Identification Number (For use by employers, corporations, partnerships, trusts, estates, churches, government agencies, Indian tribal entities, certain individuals, and others.) ► See separate instructions for each line. ► Keep a copy for your records. OMB No 1545-0003 EIN Type or print clearly. 1 Legal name of entity (or individual) for whom the EIN is, being requested ♦ KC'!/ Nis- e /P)ixie 71a T�/eic, i .4 "-E4,7-,fire c 7e,e., y- J?V ! 2 Trade name of business (if different from name on line 1) 3 Execu administrator, trustee, "care o " m 4a Mailing address (room, apt , suite no and street, or P 0 box) 24, e4g, 2,4, ,eL U.), ,dt yr5 f 5a Street address (if different) (Do not enter a P 0 box ) �- 4b Cl/ e, and 7Zl S 5b City, state, and ZIP code eii‘ 6 County and state where pnncipal bu �s/spis lloOatedd at 7a Te of rincip officer, general partner, rancor, owner, or trustor 7b SSN, TIN, or EIN 7 8a Type of entity (check only one box) ❑ Estate (SSN of decedent) ❑ Sole proprietor (SSN) ❑ Plan administrator (SSN) ❑1 Partnership Trust (SSN of grantor) Corporation (enter form number to be file )47^G7Mealfe National Guard ❑ State/local government ❑ Personal service corporation ❑ Farmers' cooperative ❑ Federal government/military ❑ Church or church -controlled organization ❑ REMIC ❑ Indian tribal governments/enterprises ❑ Other nonprofit organlzatlon (specify) 11. - Other (specify) I. Group Exemption Number (GEN) ► 8b If a corporation, name the state or foreign country (if applicable) where incorporated State Foreign country �s 9 R son for applying (check only one box) Started business (specify tyg� NI'n9/67-r o/fL JOC /erY ❑ Hired employees (Check the box and see line 12 ) ❑ Compliance with IRS withholding regulations ❑ Other (specify) ► Banking purpose (specify purpose) 10 - Changed type of organization (specify new type) O. Purchased going business Created a trust (specify type) ► Created a pension plan (specify type) ► 10 Date business started or acquired (month, day, year) See instructions. 11 Clos4g month of accounting year 12 First date wages or annuities were paid (month, da r) Note. If applicant is a withholding agent, enter date income will first be paid to nonresident alien (month, day, year) ► 13 Highest number of employees expected in the next 12 months (enter -0- Do you expect to have $1 000 or less in employment tax liability for the calendar year? ❑ Yes ❑ No (If you expect to pay $4,000 or less in wages, you can mark yes a/ -o9-07 Agricultural Household Other 14 Check one box that best describes the principal activity of your business ❑ Health care & social assistance ❑ Wholesale-agent/broker ❑ Construction ❑ Rental & leasing ❑ Transportation & warehousing ❑ ❑ Real estate ❑ Manufacturing ❑ Finance & insurance 15 Indicate principal line of merchandise sold, s fic construction w 0 Accommodation & foo(jgservice ❑ ANholesale-other LI Retail Other (specify) 1 re1/'t --Cril J ducts produced or services provided 16a Has the applicant ever applied for an employer identification number for this or any other business? ,Yes Note. If "Yes," please complete lines 16b and 16c. 16b If you checked "Yes" on line 16a, give applicant's legal name and trade name shown on prior application if different from line 1 or 2 above Legal name ► Trade name ► 16c Approximate date when, and city and state where, the application was Enter previous employer identification number if known Approximate date when filed (mo , day, year) City and where filed revwus EIN Third Partye Designee Complete this section only if you want to . u 1 •nze t e name id I t th ntlty's EIN and ans e scions bcerthe completion of this form Designee's name �i ( / signe s telephone number (include area code) Address and ZIP code !� i' rn/ ) 4It/�/�' ee s fax umber (Include area code) Under penalties of erlury I declare that I have examined this apphc Name and title (type or print clearly) Ill. 1 ion to the be of my knowledge and belief, it is true, t(,aann�jjjy✓✓✓�p�to \` POI steleptrrerurberOnducleamcede) ) Signature 111. leff // Date ► Applicant's fax number (include area code) ( ) For Privacy Act and Paperwork Reduction Act Notice, see rurr[ions. Cat No 055N Form SS -4 (Rev 2-2006) " Form SS -4 (Rev 2-2006) Do I Need an EIN? File Form SS -4 if the applicant entity does not already have an EIN but is required to show an EIN on any return, statement, or other document 'See also the separate instructions for each line on Form SS -4. Page 2 IF the applicant.. AND... THEN... Started a new business Does not currently have (nor expect to have) employees Complete lines 1, 2, 4a -8a, 8b (if applicable), and 9-16c. Hired (or will hire) employees, including household employees Does not already have an EIN Complete lines 1, 2, 4a-6, 7a -b (if applicable), 8a, 8b (if applicable), and 9-16c. Opened a bank account Needs an EIN for banking purposes only Complete lines 1-5b, 7a -b (if applicable), 8a, 9, and 16a -c. Changed type of organization Either the legal character of the organization or its ownership changed (for example, you incorporate a sole proprietorship or form a partnership)2 Complete lines 1-16c (as applicable). Purchased a going business' Does not already have an EIN Complete lines 1-16c (as applicable). Created a trust The trust is other than a grantor trust or an IRA trust� Complete lines 1-16c (as applicable). Created a pension plan as a plan administrator Needs an EIN for reporting purposes Complete lines 1, 3, 4a -b, 8a, 9, and 16a -c. Is a foreign person needing an EIN to comply with IRS withholding regulations Needs an EIN to complete a Form W-8 (other than Form W-8ECI), avoid withholding on portfolio assets, or claim tax treaty benefits' Complete lines 1-5b, 7a -b (SSN or ITIN optional), 8a-9, and 16a -c. Is administering an estate Needs an EIN to report estate income on Form 1041 Complete lines 1, 2, 3, 4a-6, 8a, 9-11, 12-15 (if applicable), and 16a -c Is a withholding agent for taxes on non -wage income paid to an alien (i e., individual, corporation, or partnership, etc.) Is an agent, broker, fiduciary, manager, tenant, or spouse who is required to file Form 1042, Annual Withholding Tax Return for U.S. Source Income of Foreign Persons Complete lines 1, 2, 3 (if applicable), 4a -5b, 7a -b (if applicable), 8a, 9, and 16a -c. Is a state or local agency Serves as a tax reporting agent for public assistance recipients under Rev. Proc. 80-4, 1980-1 C.B. 581' Complete lines 1, 2, 4a -5b, 8a, 9, and 16a -c. Is a single -member LLC Needs an EIN to file Form 8832, Entity Classification Election, for filing employment tax returns, or for state reporting purposes' Complete lines 1-16c (as applicable). Is an S corporation Needs an EIN to file Form 2553, Election by a Small Business Corporations Complete lines 1-16c (as applicable). For example, a sole proprietorship or self-employed farmer who establishes a qualified retirement plan, or is required to file excise, employment, alcohol, tobacco, or firearms returns must have an EIN A partnership corporation, REMIC (real estate mortgage investment conduit), nonprofit organization (church, club, etc ), or farmers' cooperative must use an EIN for any tax -related purpose even if the entity does not have employees " However, do not apply for a new EIN if the existing entity only (a) changed its business name, (b) elected on Form 8832 to change the way 1 is taxed (or is covered by the default rules), or (c) terminated its partnership status because at least 50% of the total interests in partnership capital and profits were sold or exchanged within a 12 -month period The EIN of the terminated partnership should continue to be used See Regulations section 301 6109-1(d)(2)(ui) " Do not use the EIN of the prior business unless you became the "owner" of a corporation by acquiring its stock � However, grantor trusts that do not file using Optional Method 1 and IRA trusts that are required to file Form 990-T, Exempt Organization Business Income Tax Return, must have an EIN For more information on grantor trusts, see the Instructions for Form 1041 �% A plan administrator is the person or group of persons specified as the administrator by the instrument under which the plan is operated b Entities applying to be a Qualified Intermediary (01) need a QI-EIN even if they already have an EIN See Rev Proc 2000-12 See also Household employer on page 3 Note. State or local agencies may need an EIN for other reasons, for example, hired employees " Most LLCs do not need to file Form 8832 See Lrmited habilrty company (LLC) on page 4 for details on completing Form SS -4 for an LLC " An existing corporation that is electing or revoking S corporation status should use its previously -assigned EIN � Printed on recycled paper 60o -w Arz?.. X133 am Instructions for Form SS -4 ra (Rev. February 2006) Application for Employer Identification Number Section references are to the Internal Revenue Code unless otherwise noted Department of the Treasury Internal Revenue Service General Instructions Use these instructions to complete Form SS -4, Application for Employer Identification Number Also see Do I Need an EIN2 on page 2 of Form SS -4 Purpose of Form Use Form SS -4 to apply for an employer identification number (EIN). An EIN is a nine -digit number (for example, 12-3456789) assigned to sole proprietors, corporations, partnerships, estates, trusts, and other entities for tax filing and reporting purposes. The information you provide on this form will establish your business tax account A CAUTION An EIN is for use in connection with your business activities only Do not use your EIN in place of your social security number (SSN) Reminders Apply online. Generally, you can apply for and receive an EIN online using the Internet. See How To Apply below. File only one Form SS -4. Generally, a sole proprietor should file only one Form SS -4 and needs only one EIN, regardless of the number of businesses operated as a sole proprietorship or trade names under which a business operates However, if the proprietorship incorporates or enters into a partnership, a new EIN is required Also, each corporation in an affiliated group must have its own EIN EIN applied for, but not received. If you do not have an EIN by the time a return is due, write "Applied For" and the date you applied in the space shown for the number. Do not show your SSN as an EIN on returns. If you do not have an EIN by the time a tax deposit is due, send your payment to the Internal Revenue Service Center for your filing area as shown in the instructions for the form that you are filing. Make your check or money order payable to the "United States Treasury" and show your name (as shown on Form SS -4), address, type of tax, period covered, and date you applied for an EIN. Federal tax deposits. New employers that have a federal tax obligation will be pre -enrolled in the Electronic Federal Tax Payment System (EFTPS). EFTPS allows you to make all of your federal tax payments online at www eftps gov or by telephone Shortly after we have assigned you your EIN, you will receive instructions by mail for activating your EFTPS enrollment. You will also receive an EFTPS Personal Identification Number (PIN) that you will use to make your payments, as well as instructions for obtaining an Internet password you will need to make payments online. If you are not required to make deposits by EFTPS, you can use Form 8109, Federal Tax Deposit (FTD) Coupon, to make deposits at an authorized depositary. If you would like to receive Form 8109, call 1-800-829-4933. Allow 5 to 6 weeks for delivery. For more information on federal tax deposits, see Pub. 15 (Circular E). How To Apply You can apply for an EIN online, by telephone, by fax, or by mail depending on how soon you need to use the EIN. Use only one method for each entity so you do not receive more than one EIN for an entity. Online. Generally, you can receive your EIN by Internet and use it immediately to file a return or make a payment. Go to the IRS website at www.irs.govlbusinesses and click on Employer ID Numbers. Applicants that may not apply online. The online application process is not yet available to: • Applicants with foreign addresses (including Puerto Rico), • Limited Liability Companies (LLCs) that have not yet determined their entity classification for federal tax purposes (see Limited liability company (LLC) on page 4), • Real Estate Investment Conduits (REMICs), • State and local governments, • Federal Government/Military, and • Indian Tribal Governments/Enterprises. Telephone. You can receive your EIN by telephone and use it immediately to file a return or make a payment. Call the IRS at 1-800-829-4933. (International applicants must call 215-516-6999.) The hours of operation are 7.00 a m to 10 00 p m. local time (Pacific time for Alaska and Hawaii). The person making the call must be authorized to sign the form or be an authorized designee. See Signature and Third Party Designee on page 6. Also see the TIP below. If you are applying by telephone, it will be helpful to complete Form SS -4 before contacting the IRS. An IRS representative will use the information from the Form SS -4 to establish your account and assign you an EIN. Write the number you are given on the upper right corner of the form and sign and date it. Keep this copy for your records. If requested by an IRS representative, mail or fax (facsimile) the signed Form SS -4 (including any Third Party Designee authorization) within 24 hours to the IRS address provided by the IRS representative. Taxpayer representatives can apply for an EIN on behalf of their client and request that the EIN be faxed to their client on the same day. Note. By using this procedure, you are authorizing the IRS to fax the EIN without a cover sheet. Fax. Under the Fax -TIN program, you can receive your EIN by fax within 4 business days. Complete and fax Form SS -4 to the IRS using the Fax -TIN number listed on page 2 for your state A long-distance charge to callers outside of the local calling area will apply. Fax -TIN Cat No 62736E numbers can only be used to apply for an EIN. The numbers may change without notice. Fax -TIN is available 24 hours a day, 7 days a week. Be sure to provide your fax number so the IRS can fax the EIN back to you. Note. By using this procedure, you are authorizing the IRS to fax the EIN without a cover sheet. Mail. Complete Form SS -4 at least 4 to 5 weeks before you will need an EIN. Sign and date the application and mail it to the service center address for your state. You will receive your EIN in the mail in approximately 4 weeks See also Third Party Designee on page 6. Call 1-800-829-4933 to verify a number or to ask about the status of an application by mail. Where to Fax or File If your principal business, office or agency, or legal residence in the case of an individual, is located in: Fax or file with the "Internal Revenue Service Center" at: Connecticut, Delaware, District of Columbia, Florida, Georgia, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Vermont, Virginia, West Virginia Attn EIN Operation Holtsville, NY 11742 Fax -TIN 631-447-8960 Illinois, Indiana, Kentucky, Michigan Attn. EIN Operation Cincinnati, OH 45999 Fax -TIN 859-669-5760 Alabama, Alaska, Arizona, Arkansas, California, Colorado, Hawaii, Idaho, Iowa, Kansas, Louisiana, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Mexico, North Dakota, Oklahoma, Oregon, South Dakota, Tennessee, Texas, Utah, Washington, Wisconsin, Wyoming Attn EIN Operation Philadelphia, PA 19255 Fax -TIN: 859-669-5760 If you have no legal residence, principal place of business, or principal office or agency in any state: Attn EIN Operation Philadelphia, PA 19255 Fax -TIN• 215-516-1040 How To Get Forms and Publications Phone. Call 1 -800 -TAX -FORM (1-800-829-3676) to order forms, instructions, and publications. You should receive your order or notification of its status within 10 workdays. Internet. You can access the IRS website 24 hours a day, 7 days a week at www.irs.gov to download forms, instructions, and publications. CD-ROM. For small businesses, return preparers, or others who may frequently need tax forms or publications, a CD-ROM containing over 2,000 tax products (including many prior year forms) can be -2- purchased from the National Technical Information Service (NTIS). To order Pub. 1796, IRS Tax Products CD, call 1-877-CDFORMS (1-877-233-6767) toll free or connect to www.irs.gov/cdorders. Tax Help for Your Business IRS -sponsored Small Business Workshops provide information about your federal and state tax obligations. For information about workshops in your area, call 1-800-829-4933. Related Forms and Publications The following forms and instructions may be useful to filers of Form SS -4. • Form 990-T, Exempt Organization Business Income Tax Return. • Instructions for Form 990-T. • Schedule C (Form 1040), Profit or Loss From Business. • Schedule F (Form 1040), Profit or Loss From Farming. • Instructions for Form 1041 and Schedules A, B, D, G, I, J, and K-1, U.S. Income Tax Return for Estates and Trusts • Form 1042, Annual Withholding Tax Return for U.S. Source Income of Foreign Persons. • Instructions for Form 1065, U.S. Return of Partnership Income. • Instructions for Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return. • Instructions for Forms 1120 and 1120-A. • Form 2553, Election by a Small Business Corporation. • Form 2848, Power of Attorney and Declaration of Representative. • Form 8821, Tax Information Authorization • Form 8832, Entity Classification Election. For more information about filing Form SS -4 and related issues, see: • Pub. 51 (Circular A), Agricultural Employer's Tax Guide; • Pub. 15 (Circular E), Employer's Tax Guide; • Pub. 538, Accounting Periods and Methods; • Pub. 542, Corporations; • Pub. 557, Tax -Exempt Status for Your Organization; • Pub. 583, Starting a Business and Keeping Records; • Pub. 966, The Secure Way to Pay Your Federal Taxes for Business and Individual Taxpayers; • Pub. 1635, Understanding Your EIN; • Package 1023, Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code; and • Package 1024, Application for Recognition of Exemption Under Section 501(a). Specific Instructions Print or type all entries on Form SS -4. Follow the instructions for each line to expedite processing and to avoid unnecessary IRS requests for additional information. Enter "N/A" (nonapplicable) on the lines that do not apply. Line 1 —Legal name of entity (or individual) for whom the EIN is being requested. Enter the legal name of the entity (or individual) applying for the EIN exactly as it appears on the social security card, charter, or other applicable legal document. An entry is required. Individuals. Enter your first name, middle initial, and last name. If you are a sole proprietor, enter your individual name, not your business name. Enter your business name on line 2. Do not use abbreviations or nicknames on line 1 Trusts. Enter the name of the trust. Estate of a decedent. Enter the name of the estate. For an estate that has no legal name, enter the name of the decedent followed by "Estate " Partnerships. Enter the legal name of the partnership as it appears in the partnership agreement. Corporations. Enter the corporate name as it appears in the corporate charter or other legal document creating it. Plan administrators. Enter the name of the plan administrator A plan administrator who already has an EIN should use that number Line 2 —Trade name of business. Enter the trade name of the business if different from the legal name. The trade name is the "doing business as " (DBA) name. A CAUTION Use the full legal name shown on line 1 on all fax returns filed for the entity. (However, if you enter a trade name on line 2 and choose to use the trade name instead of the legal name, enter the trade name on all returns you file.) To prevent processing delays and errors, always use the legal name only (or the trade name only) on all tax returns. Line 3 —Executor, administrator, trustee, "care of" name. Trusts enter the name of the trustee. Estates enter the name of the executor, administrator, or other fiduciary If the entity applying has a designated person to receive tax information, enter that person's name as the "care of" person Enter the individual's first name, middle initial, and last name Lines 4a -b —Mailing address. Enter the mailing address for the entity's correspondence. If line 3 is completed, enter the address for the executor, trustee or "care of" person. Generally, this address will be used on all tax returns. al) File Form 8822, Change of Address, to report any subsequent changes to the entity's mailing address. Lines 5a -b —Street address. Provide the entity's physical address only if different from its mailing address shown in lines 4a -b Do not enter a P.O. box number here. Line 6 —County and state where principal business is located. Enter the entity's primary physical location. Lines 7a -b —Name of principal officer, general partner, grantor, owner, or trustor. Enter the first name, middle initial, last name, and SSN of (a) the principal officer if the business is a corporation, (b) a general partner if a partnership, (c) the owner of an entity that is disregarded as separate from its owner (disregarded entities owned by a corporation enter the corporation's name and EIN), or (d) a grantor, owner, or trustor if a trust. If the person in question is an alien individual with a previously assigned individual taxpayer identification number (ITIN), enter the ITIN in the space provided and submit a copy of an official identifying document If necessary, complete Form W-7, Application for IRS Individual Taxpayer Identification Number, to obtain an ITIN -3- You must enter an SSN, ITIN, or EIN unless the only reason you are applying for an EIN is to make an entity classification election (see Regulations sections 301.7701-1 through 301.7701-3) and you are a nonresident alien or other foreign entity with no effectively connected income from sources within the United States. Line 8a —Type of entity. Check the box that best describes the type of entity applying for the EIN. If you are an alien individual with an ITIN previously assigned to you, enter the ITIN in place of a requested SSN. A CAUTION This is not an election for a tax classification of an entity. See Limited liability company (LLC) on page 4. Other. If not specifically listed, check the "Other" box, enter the type of entity and the type of return, if any, that will be filed (for example, "Common Trust Fund, Form 1065" or "Created a Pension Plan"). Do not enter "N/A." If you are an alien individual applying for an EIN, see the Lines 7a -b instructions above. • Household employer. If you are an individual, check the "Other" box and enter "Household Employer" and your SSN. If you are a state or local agency serving as a tax reporting agent for public assistance recipients who become household employers, check the "Other" box and enter "Household Employer Agent." If you are a trust that qualifies as a household employer, you do not need a separate EIN for reporting tax information relating to household employees; use the EIN of the trust. • QSub. For a qualified subchapter S subsidiary (QSub) check the "Other" box and specify "QSub." • Withholding agent. If you are a withholding agent required to file Form 1042, check the "Other" box and enter "Withholding Agent " Sole proprietor. Check this box if you file Schedule C, C-EZ, or F (Form 1040) and have a qualified plan, or are required to file excise, employment, alcohol, tobacco, or firearms returns, or are a payer of gambling winnings. Enter your SSN (or ITIN) in the space provided. If you are a nonresident alien with no effectively connected income from sources within the United States, you do not need to enter an SSN or ITIN. Corporation. This box is for any corporation other than a personal service corporation. If you check this box, enter the income tax form number to be filed by the entity in the space provided. A CAUTION If you entered "1120S" after the "Corporation" checkbox, the corporation must file Form 2553 no later than the 15th day of the 3rd month of the tax year the election is to take effect. Until Form 2553 has been received and approved, you will be considered a Form 1120 filer. See the Instructions for Form 2553. Personal service corporation. Check this box if the entity is a personal service corporation. An entity is a personal service corporation for a tax year only if: • The principal activity of the entity during the testing period (prior tax year) for the tax year is the performance of personal services substantially by employee -owners, and • The employee -owners own at least 10% of the fair market value of the outstanding stock in the entity on the last day of the testing period. Personal services include performance of services in such fields as health, law, accounting, or consulting. For more information about personal service corporations, see the Instructions for Forms 1120 and 1120-A and Pub. 542. Other nonprofit organization. Check this box if the nonprofit organization is other than a church or church -controlled organization and specify the type of nonprofit organization (for example, an educational organization). A CAUTION if the organization also seeks tax-exempt status, you must file either Package 1023 or Package 1024. See Pub, 557 for more information. If the organization is covered by a group exemption letter, enter the four -digit group exemption number (GEN). (Do not confuse the GEN with the nine -digit EIN.) If you do not know the GEN, contact the parent organization. Get Pub. 557 for more information about group exemption numbers. If the organization is a section 527 political organization, check the box for Other nonprofit organization and specify "section 527 organization" in the space to the right. To be recognized as exempt from tax, a section 527 political organization must electronically file Form 8871, Political Organization Notice of Section 527 Status, within 24 hours of the date on which the organization was established. The organization may also have to file Form 8872, Political Organization Report of Contributions and Expenditures See www.irs.govl polorgs for more information. Plan administrator. If the plan administrator is an individual, enter the plan administrator's SSN in the space provided REMIC. Check this box if the entity has elected to be treated as a real estate mortgage investment conduit (REMIC). See the Instructions for Form 1066 for more information. Statellocal government. If you are a government employer and you are not sure of your social security and Medicare coverage options, go to www.ncsssa.orgl ssaframes html to obtain the contact information for your state's Social Security Administrator. Limited liability company (LLC). An LLC is an entity organized under the laws of a state or foreign country as a limited liability company. For federal tax purposes, an LLC may be treated as a partnership or corporation or be disregarded as an entity separate from its owner. By default, a domestic LLC with only one member is disregarded as an entity separate from its owner and must include all of its income and expenses on the owner's tax return (for example, Schedule C (Form 1040)). Also by default, a domestic LLC with two or more members is treated as a partnership. A domestic LLC may file Form 8832 to avoid either default classification and elect to be classified as an association taxable as a corporation For more information on entity classifications (including the rules for foreign entities), see the instructions for Form 8832. A CAUTION Do not file Form 8832 if the LLC accepts the default classifications above. If the LLC is eligible to be treated as a corporation that meets certain tests and it will be electing S corporation status, it must timely file Form 2553. The LLC will be treated as a corporation as of the effective date of the S corporation election and does not need to file Form 8832. See the Instructions for Form 2553. Complete Form SS -4 for LLCs as follows. -4- • A single -member domestic LLC that accepts the default classification (above) does not need an EIN and generally should not file Form SS -4. Generally, the LLC should use the name and EIN of its owner for all federal tax purposes. However, the reporting and payment of employment taxes for employees of the LLC may be made using the name and EIN of either the owner or the LLC as explained in Notice 99-6. You can find Notice 99-6 on page 12 of Internal Revenue Bulletin 1999-3 at www.irs.gov/publirs-irbs/irb99-03.pdf (Note. If the LLC applicant indicates in box 13 that it has employees or expects to have employees, the owner (whether an individual or other entity) of a single -member domestic LLC will also be assigned its own EIN (if it does not already have one) even if the LLC will be filing the employment tax returns.) • A single -member, domestic LLC that accepts the default classification (above) and wants an EIN for filing employment tax returns (see above) or non-federal purposes, such as a state requirement, must check the "Other" box and write "Disregarded Entity" or, when applicable, "Disregarded Entity —Sole Proprietorship" in the space provided. • A multi -member, domestic LLC that accepts the default classification (above) must check the "Partnership" box. • A domestic LLC that will be filing Form 8832 to elect corporate status must check the "Corporation" box and write in "Single -Member" or "Multi -Member" immediately below the "form number" entry line. Line 9 —Reason for applying. Check only one box. Do not enter "N/A." Started new business. Check this box if you are starting a new business that requires an EIN. If you check this box, enter the type of business being started. Do not apply if you already have an EIN and are only adding another place of business. Hired employees. Check this box if the existing business is requesting an EIN because it has hired or is hiring employees and is therefore required to file employment tax returns. Do not apply if you already have an EIN and are only hiring employees. For information on employment taxes (for example, for family members), see Pub. 15 (Circular E). A CAUTION You may have to make electronic deposits of all depository taxes (such as employment tax, excise tax, and corporate income tax) using the Electronic Federal Tax Payment System (EFTPS). See Federal tax deposits on page 1; section 11, Depositing Taxes, of Pub. 15 (Circular E); and Pub. 966. Created a pension plan. Check this box if you have created a pension plan and need an EIN for reporting purposes. Also, enter the type of plan in the space provided. Check this box if you are applying for a trust EIN when a new pension plan is established. In addition, check the "Other" box in line 8a and write "Created a Pension Plan" in the space provided. Banking purpose. Check this box if you are requesting an EIN for banking purposes only, and enter the banking purpose (for example, a bowling league for depositing dues or an investment club for dividend and interest reporting). Changed type of organization. Check this box if the business is changing its type of organization. For example, the business was a sole proprietorship and has been incorporated or has become a partnership. If you check this box, specify in the space provided (including available space immediately below) the type of change made. For example, "From Sole Proprietorship to Partnership " Purchased going business. Check this box if you purchased an existing business Do not use the former owner's EIN unless you became the "owner" of a corporation by acquiring its stock. Created a trust. Check this box if you created a trust, and enter the type of trust created. For example, indicate if the trust is a nonexempt charitable trust or a split -interest trust. Exception. Do not file this form for certain grantor -type trusts. The trustee does not need an EIN for the trust if the trustee furnishes the name and TIN of the grantor/owner and the address of the trust to all payors. However, grantor trusts that do not file using Optional Method 1 and IRA trusts that are required to file Form 990-T, Exempt Organization Business Income Tax Return, must have an EIN For more information on grantor trusts, see the Instructions for Form 1041. Do not check this box if you are applying for a trust EIN when a new pension plan is established. Check "Created a pension plan." Other. Check this box if you are requesting an EIN for any other reason; and enter the reason. For example, a newly -formed state government entity should enter "Newly -Formed State Government Entity" in the space provided Line 10 —Date business started or acquired. If you are starting a new business, enter the starting date of the business If the business you acquired is already operating, enter the date you acquired the business. If you are changing the form of ownership of your business, enter the date the new ownership entity began. Trusts should enter the date the trust was funded. Estates should enter the date of death of the decedent whose name appears on line 1 or the date when the estate was legally funded. Line 11 —Closing month of accounting year. Enter the last month of your accounting year or tax year. An accounting or tax year is usually 12 consecutive months, either a calendar year or a fiscal year (including a period of 52 or 53 weeks) A calendar year is 12 consecutive months ending on December 31. A fiscal year is either 12 consecutive months ending on the last day of any month other than December or a 52-53 week year. For more information on accounting periods, see Pub. 538. Individuals. Your tax year generally will be a calendar year Partnerships. Partnerships must adopt one of the following tax years • The tax year of the majority of its partners. • The tax year common to all of its principal partners. • The tax year that results in the least aggregate deferral of income. • In certain cases, some other tax year. See the Instructions for Form 1065 for more information. REMICs. REMICs must have a calendar year as their tax year. -5- Personal service corporations. A personal service corporation generally must adopt a calendar year unless it meets one of the following requirements. • It can establish a business purpose for having a different tax year. • It elects under section 444 to have a tax year other than a calendar year Trusts. Generally, a trust must adopt a calendar year except for the following trusts • Tax-exempt trusts. • Charitable trusts. • Grantor -owned trusts. Line 12 —First date wages or annuities were paid. If the business has employees, enter the date on which the business began to pay wages. If the business does not plan to have employees, enter "N/A." Withholding agent. Enter the date you began or will begin to pay income (including annuities) to a nonresident alien. This also applies to individuals who are required to file Form 1042 to report alimony paid to a nonresident alien Line 13 —Highest number of employees expected in the next 12 months. Complete each box by entering the number (including zero ("-0-")) of "Agricultural," "Household," or "Other" employees expected by the applicant in the next 12 months. Check the appropriate box to indicate if you expect your annual employment tax liability to be $1,000 or less. Generally, if you pay $4,000 or less in wages subject to social security and Medicare taxes and federal income tax withholding, you are likely to pay $1,000 or less in employment taxes. For more information on employment taxes, see Pub. 15 (Circular E); or Pub. 51 (Circular A) if you have agricultural employees (farmworkers). Lines 14 and 15. Check the one box in line 14 that best describes the principal activity of the applicant's business Check the "Other" box (and specify the applicant's principal activity) if none of the listed boxes applies. You must check a box. Use line 15 to describe the applicant's principal line of business in more detail. For example, if you checked the "Construction" box in line 14, enter additional detail such as "General contractor for residential buildings" in line 15. An entry is required. Construction. Check this box if the applicant is engaged in erecting buildings or engineering projects, (for example, streets, highways, bridges, tunnels). The term "Construction" also includes special trade contractors, (for example, plumbing, HVAC, electrical, carpentry, concrete, excavation, etc. contractors). Real estate. Check this box if the applicant is engaged in renting or leasing real estate to others; managing, selling, buying or renting real estate for others; or providing related real estate services (for example, appraisal services). Rental and leasing. Check this box if the applicant is engaged in providing tangible goods such as autos, computers, consumer goods, or industrial machinery and equipment to customers in return for a periodic rental or lease payment. Manufacturing. Check this box if the applicant is engaged in the mechanical, physical, or chemical transformation of materials, substances, or components into new products. The assembling of component parts of manufactured products is also considered to be manufacturing. Transportation & warehousing. Check this box if the applicant provides transportation of passengers or cargo; warehousing or storage of goods; scenic or sight-seeing transportation; or support activities related to transportation. Finance & insurance. Check this box if the applicant is engaged in transactions involving the creation, liquidation, or change of ownership of financial assets and/or facilitating such financial transactions; underwriting annuities/insurance policies; facilitating such underwriting by selling insurance policies; or by providing other insurance or employee -benefit related services. Health care and social assistance. Check this box if the applicant is engaged in providing physical, medical, or psychiatric care or providing social assistance activities such as youth centers, adoption agencies, individual/family services, temporary shelters, daycare, etc Accommodation & food services. Check this box if the applicant is engaged in providing customers with lodging, meal preparation, snacks, or beverages for immediate consumption. Wholesale—agentlbroker. Check this box if the applicant is engaged in arranging for the purchase or sale of goods owned by others or purchasing goods on a commission basis for goods traded in the wholesale market, usually between businesses. Wholesale —other. Check this box if the applicant is engaged in selling goods in the wholesale market generally to other businesses for resale on their own account, goods used in production, or capital or durable nonconsumer goods Retail. Check this box if the applicant is engaged in selling merchandise to the general public from a fixed store; by direct, mail-order, or electronic sales; or by using vending machines. Other. Check this box if the applicant is engaged in an activity not described above. Describe the applicant's principal business activity in the space provided. Lines 16a -c. Check the applicable box in line 16a to indicate whether or not the entity (or individual) applying for an EIN was issued one previously. Complete lines 16b and 16c only if the "Yes" box in line 16a is checked. If the applicant previously applied for more than one EIN, write "See Attached" in the empty space in line 16a and attach a separate sheet providing the line 16b and 16c information for each EIN previously requested. Third Party Designee. Complete this section only if you want to authorize the named individual to receive the entity's EIN and answer questions about the completion of Form SS -4 The designee's authority terminates at the time the EIN is assigned and released to the designee. You must complete the signature area for the authorization to be valid. Signature. When required, the application must be signed by (a) the individual, if the applicant is an individual, (b) the president, vice president, or other principal officer, if the applicant is a corporation, (c) a responsible and duly authorized member or officer having -6- knowledge of its affairs, if the applicant is a partnership, government entity, or other unincorporated organization, or (d) the fiduciary, if the applicant is a trust or an estate. Foreign applicants may have any duly -authorized person, (for example, division manager), sign Form SS -4. Privacy Act and Paperwork Reduction Act Notice. We ask for the information on this form to carry out the Internal Revenue laws of the United States. We need it to comply with section 6109 and the regulations thereunder, which generally require the inclusion of an employer identification number (EIN) on certain returns, statements, or other documents filed with the Internal Revenue Service. If your entity is required to obtain an EIN, you are required to provide all of the information requested on this form Information on this form may be used to determine which federal tax returns you are required to file and to provide you with related forms and publications. We disclose this form to the Social Security Administration (SSA) for their use in determining compliance with applicable laws. We may give this information to the Department of Justice for use in civil and criminal litigation, and to the cities, states, and the District of Columbia for use in administering their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, and to federal law enforcement and intelligence agencies to combat terrorism. We will be unable to issue an EIN to you unless you provide all of the requested information that applies to your entity. Providing false information could subject you to penalties. You are not required to provide the information requested on a form that is subject to the Paperwork Reduction Act unless the form displays a valid OMB control number Books or records relating to a form or its instructions must be retained as long as their contents may become material in the administration of any Internal Revenue law. Generally, tax returns and return information are confidential, as required by section 6103. The time needed to complete and file this form will vary depending on individual circumstances. The estimated average time is. Recordkeeping . 8 hrs , 22 min Learning about the law or the form 42 min Preparing the form . . . . 52 min. Copying, assembling, and sending the form to the IRS . . . . . . . .. . . If you have comments concerning the accuracy of these time estimates or suggestions for making this form simpler, we would be happy to hear from you. You can write to Internal Revenue Service, Tax Products Coordinating Committee, SE:W:CAR:MP:T.T:SP, IR-6406, 1111 Constitution Avenue, NW, Washington, DC 20224. Do not send the form to this address. Instead, see Where to Fax or File on page 2. " INTERNAL REVENUE SERVICE P. O. BOX 2508 CINCINNATI, OH 45201 Date: 'JUN 2 6 2007 KEY BISCAYNE HISTORICAL & HERITAGE SOCIETY INC C/O SALA & GOMEZ PA 260 CRANDON BLVD STE 14 KEY BISCAYNE, FL 33149 Dear Applicant: DEPARTMENT OF THE TREASURY Employer Identification Number: 38-3749517 DLN: 17053092028047 Contact Person: SHERRY Q WAN Contact Telephone Number: (877) 829-5500 Accounting Period Ending: December 31 Public Charity Status: 170(b) (1) (A) (vi) Form 990 Re':uired: Yes Effective Date of Exemption: January 8, 2007 Contribution Deductibility: Yes Advance Ruling Ending Date: December 31, 2011 ID# 31052 We are pleased to inform you that upon review of your application for tax exempt status we have determined that you are exempt from Federal income tax under section 501(c) (3) of the Internal Revenue Code. Contributions to you are deductible under section 170 of the Code. You are also qualified to receive tax deductible bequests, devises, transfers or gifts under section 2055, 2106 or 2522 of the Code. Because this letter could help resolve any questions regarding your exempt status, you should keep it in your permanent records. Organizations exempt under section 501(c) (3) of the Code are further classified as either public charities or private foundations. During your advance ruling period, you will be treated as a public charity. Your advance ruling period begins with the effective date of your exemption and ends with advance ruling ending date shown in the heading of the letter. Shortly before the end of your advance ruling period, we will send you Form 8734, Support Schedule for Advance Ruling Period. You will have 90 days after the end of your advance ruling period to return the completed form. We will then notify you, in writing, about your public charity status. Please see enclosed Information for Exempt Organizations Under Section 501(c)(3) for some helpful information about your responsibilities as an exempt organization. Letter 1045 (DO/CG) -2 - KEY BISCAYNE HISTORICAL & HERITAGE Sincerely, (75:R3 6210,-. Robert Choi Director, Exempt Organizations Rulings and Agreements Enclosures: Information for Organizations Exempt Under Section 501(c)(3) Statute Extension Letter 1045 (DO/CG) Form 1023,(Rev 6-2006) Name Key Biscayne Historical & Heritage Society, Inc. EIN 38-3749517 Page 11 Part X Public Charity Status (Continued) e 509(a)(4) —an organization organized and operated exclusively for testing for public safety. f 509(a)(1) and 170(b)(1)(A)(iv)—an organization operated for the benefit of a college or university that is owned or operated by a governmental unit g 509(a)(1) and 170(b)(1)(A)(vi)—an organization that receives a substantial part of its financial support in the form of contnbutions from publicly supported organizations, from a governmental unit, or from the general public. h 509(a)(2) —an organization that normally receives not more than one-third of its financial support from gross ❑ investment income and receives more than one-third of its financial support from contributions, membership fees, and gross receipts from activities related to its exempt functions (subject to certain exceptions) i A publicly supported organization, but unsure if it is described in 5g or 5h The organization would like the IRS to ❑ decide the correct status. 6 If you checked box g, h, or 1 1n question 5 above, you must request either an advance or a definitive ruling by selecting one of the boxes below. Refer to the instructions to determine which type of ruling you are eligible to receive a Request for Advance Ruling: By checking this box and signing the consent, pursuant to section 6501(c)(4) of the Code you request an advance ruling and agree to extend the statute of limitations on the assessment of excise tax under section 4940 of the Code The tax will apply only if you do not establish public support status at the end of the 5 -year advance ruling period. The assessment period will be extended for the 5 advance ruling years to 8 years, 4 months, and 15 days beyond the end of the first year. You have the right to refuse or limit the extension to a mutually agreed -upon period of time or issue(s). Publication 1035, Extending the Tax Assessment Period, provides a more detailed explanation of your rights and the consequences of the choices you make. You may obtain Publication 1035 free of charge from the IRS web site at www.irs.gov or by calling toll -free 1-800-829-3676. Signing this consent will not deprive you of any appeal rights to which you would otherwise be entitled If you decide not to extend the statute of limitations, you are not eligible for an advance ruling. ton (Signature of Officer, Director, Trust/i/62/72. other authorized official) Robert L. (Type or print na Officer Maggs tJ1N262007 (Type or print/title or authority of signer) For IRS Use Only IRS Director, Exempt rga zatio (Date) b Request for Definitive Ruling: Check this box if you have completed one tax year of at least 8 full months and ❑ you are requesting a definitive ruling. To confirm your public support status, answer line 6b(i) if you checked box g in line 5 above. Answer line 6b(ii) if you checked box h in line 5 above. If you checked box i in line 5 above, answer both lines 6b(1) and (ii). (i) (a) Enter 2% of line 8, column (e) on Part IX -A. Statement of Revenues and Expenses. (b) Attach a list showing the name and amount contributed by each person, company, or organization whose ❑ gifts totaled more than the 2% amount. If the answer is "None," check this box. (ii) (a) For each year amounts are included on lines 1, 2, and 9 of Part IX -A. Statement of Revenues and Expenses, attach a list showing the name of and amount received from each disqualified person. If the answer is "None," check this box ❑ (b) For each year amounts are included on line 9 of Part IX -A Statement of Revenues and Expenses, attach a list showing the name of and amount received from each payer, other than a disqualified person, whose payments were more than the larger of (1) 1% of line 10, Part IX -A. Statement of Revenues and Expenses, or (2) $5,000. If the answer is "None," check this box. 7 Did you receive any unusual grants during any of the years shown on Part IX -A. Statement of Revenues and Expenses? If "Yes," attach a list including the name of the contributor, the date and amount of the grant, a brief description of the grant, and explain why it is unusual. STF FED2129F 11 El Yes No -3 - KEY BISCAYNE HISTORICAL & HERITAGE INFORMATION FOR ORGANIZATIONS EXEMPT UNDER SECTION 501(c)(3) WHERE TO GET FORMS AND HELP You can obtain forms and instructions by calling toll free 1-800-829-3676, through the Internet Web Site at www.irs.gov, and at local tax assistance centers. You can obtain additional information about most topics discussed below through our customer service function by calling toll free 1-877-829-5500, or on our Web Site at www.irs.gov/eo. In addition, you should sign up for Exempt Organization's EO Update, a regular e-mail newsletter that highlights new information posted on the charities pages of irs.gov. To subscribe, go to www.irs.gov/eo and click on "EO Newsletter." NOTIFY US ON THESE MATTERS If you change your name, address, purposes, operations or sources of financial support, please inform our TE/GE EO Determinations Office at the following address: Internal Revenue Service, P.O. Box 2508, Cincinnati, Ohio 45201. If you amend your organizational document or by-laws, or dissolve, provide the EO Determinations Office with a copy of the amended documents. Please use your employer identification number on all returns you file and in all correspondence with the Internal Revenue Service. FILING REQUIREMENTS In your exemption letter, we indicated whether you must file Form 990, Return of Organization Exempt From Income Tax. If your exemption letter states that you are not required to file Form 990, you are exempt from these requirements. Otherwise, if your gross receipts are normally more than $25,000, you must file Form 990 or Form 990-EZ with the Ogden Submission Processing Center, Ogden, UT 84201-0027. You are eligible to file Form 990-EZ if your gross receipts are normally between $25,000 and $100,000, and your total assets are less than $250,000. You must file the complete Form 990 if your gross receipts are over $100,000, or your total assets are over $250,000. The Form 990 instructions show how to compute your "normal" receipts. Form 990 Schedule A is required for both Form 990 and Form 990-EZ. Organizations With Gross Receipts of $25,000 or Less For tax periods beginning after December 31, 2006, you must file an annual electronic notice if your gross receipts are normally $25,000 or less. Alternatively, you may file a complete Form 990 Package if we send one to you. Exception: Section 509(a)(3) supporting organizations must file Form 990 or Letter 1045 (DO/CG) -4 - KEY BISCAYNE HISTORICAL & HERITAGE Form 990-EZ even if gross receipts are normally $25,000 or less. However, supporting organizations of religious groups with gross receipts that are normally $5,000 or less may file an annual electronic notice instead of Form 990 or Form 990-EZ. Due Date of Return or Annual Electronic Notice Your return or annual electronic notice is due by the 15th day of the fifth month after the end of your annual accounting period. There are penalties for failing to file a complete return timely. For additional information on penalties, see the Form 990 instructions or call our toll free number. Revocation of Tax -Exempt Status For tax periods beginning after December 31, 2006, your tax-exempt status will be revoked as of the filing due date of the third year if you fail to file for three consecutive years Form 990, Form 990-EZ, or the annual electronic notice. If your tax-exempt status is revoked because you failed to file for three consecutive years, you must reapply for exemption and pay the appropriate user fee. UNRELATED BUSINESS INCOME TAX RETURN If you receive more than $1,000 annually in gross receipts from a regular trade or business, you may be subject to Unrelated Business Income Tax and required to file Form 990-T, Exempt Organization Business Income Tax Return. There are several exceptions to this tax: 1. Income you receive from the performance of your exempt activity, 2. Income from fundraisers conducted by volunteer workers, or where donated merchandise is sold, and 3. Income from routine investments such as certificates of deposit, savings accounts, or stock dividends. There are special rules for income derived from real estate or other investments purchased with borrowed funds. This income is called "debt financed" income. For additional information regarding unrelated business income tax, see Publication 598, Tax on Unrelated Business Income of Exempt Organizations, or call our toll free number shown above. PUBLIC INSPECTION OF APPLICATION AND INFORMATION RETURN You are required to make your annual information return, Form 990 or Form 990-EZ, available for public inspection for three years after the later of the due date of the return, or the date the return is filed. This rule also applies to any Form 990-T filed after August 17, 2006. You are also required to make available for public inspection your exemption application, any supporting documents, and your exemption letter. You must also provide copies Letter 1045 (DO/CG) -5 - KEY BISCAYNE HISTORICAL & HERITAGE of these documents to any individual, upon written or in person request, without charge other than reasonable fees for copying and postage. You may fulfill this requirement by placing these documents on the Internet. Penalties may be imposed for failure to comply with these requirements. Additional information is available in Publication 557, Tax -Exempt Status for Your Organization, or call our toll free number shown above. FUNDRAISING Contributions to you are deductible only to the extent that they are gifts and no consideration is received in return. Depending on the circumstances, ticket purchases and similar payments in conjunction with fundraising events may not qualify as fully deductible contributions. CONTRIBUTIONS OF $250 OR MORE Donors must have written substantiation from the charity for any charitable contribution of $250 or more. Although it is the donor's responsibility to obtain written substantiation from the charity, you can assist donors by providing a written statement listing any cash contribution or describing any donated property. This written statement must be provided at the time of the contribution. There is no prescribed format for the written statement. Letters, postcards and electronic (e-mail) or computer -generated forms are acceptable. The donor is responsible for the valuation of donated property. However, your written statement must provide a sufficient description to support the donor's contribution. For contributions of cash, a check or other monetary gift made on or after January 1, 2007, a donor cannot claim a tax deduction unless the donor maintains a record of the contribution in the form of either a bank record (such as a cancelled check) or a written communication from the charity (such as a receipt or letter) showing the name of the charity, the date of the contribution, and the amount of the contribution. For additional information regarding donor substantiation, see Publication 1771, Charitable Contributions - Substantiation and Disclosure Requirements. For information about the valuation of donated property, see Publication 561, Determining the Value of Donated Property. CONTRIBUTIONS OF MORE THAN $75 AND CHARITY PROVIDES GOODS OR SERVICES You must provide a written disclosure statement to donors who receive goods or services from you in exchange for contributions in excess of $75. Contribution deductions are allowable to donors only to the extent their contributions exceed the value of the goods or services received in exchange. Letter 1045 (DO/CG) -6 - KEY BISCAYNE HISTORICAL & HERITAGE Ticket purchases and similar payments in conjunction with fundraising events may not necessarily qualify as fully deductible contributions, depending on the circumstances. If you conduct fundraising events such as benefit dinners, shows, membership drives, etc., where something of value is received, you are required to provide a written statement informing donors of the fair market value of the specific items or services you provided in exchange for contributions of more than $75. You should provide the written disclosure statement in advance of any event, determine the fair market value of any benefit received, determine the amount of the contribution that is deductible, and state this information in your fundraising materials such as solicitations, tickets, and receipts. The amount of the contribution that is deductible is limited to the excess of any money (and the value of any property other than money) contributed by the donor less the value of goods or services provided by the charity. Your disclosure statement should be made, no later than, at the time payment is received. Subject to certain exceptions, your disclosure responsibility applies to any fundraising circumstances where each complete payment, including the contribution portion, exceeds $75. For additional information, see Publication 1771 and Publication 526, Charitable Contributions. EXCESS BENEFIT TRANSACTIONS Excess benefit transactions are governed by section 4958 of the Code. Excess benefit transactions involve situations where a section 501(c) (3) organization provides an unreasonable benefit to a person who is in a position to exercise substantial influence over the organization's affairs. If you believe there may be an excess benefit transaction in which you are involved, you should report the transaction on Form 990 or 990-EZ. For information on how to correct and report this transaction, see the instructions for Form 990 and Form 990-EZ, or call our toll free number shown above. EMPLOYMENT TAXES If you have employees, you are subject to income tax withholding and the social security taxes imposed under the Federal Insurance Contribution Act (FICA). You are required to withhold Federal income tax from your employee's wages and you are required to pay FICA on each employee who is paid more than $100 in wages during a calendar year. To know how much income tax to withhold, you should have a Form W-4, Employee's Withholding Allowance Certificate, on file for each employee. Organizations described in section 501(c)(3) of the Code are not required to pay Federal Unemployment Tax Act (FUTA) tax. Employment taxes are reported on Form 941, Employer's Quarterly Federal Tax Return. The requirements for withholding, depositing, reporting and paying employment taxes are explained in Circular E, Employer's Tax Guide, (Publication 15), and Employer's Supplemental Tax Guide, (Publication 15-A). These publications explain your tax responsibilities as an employer. CHURCHES Letter 1045 (DO/CG) -7 - KEY BISCAYNE HISTORICAL & HERITAGE Churches may employ both ministers and church workers. Employees of churches or church -controlled organizations are subject to income tax withholding, but may be exempt from FICA taxes. Churches are not required to pay FUTA tax. In addition, although ministers are generally common law employees, they are not treated as employees for employment tax purposes. These special employment tax rules for members of the clergy and religious workers are explained in Publication 517, Social Security and Other Information for Members of the Clergy and Religious Workers. Churches should also consult Publications 15 and 15-A. Publication 1828, Tax Guide for Churches and Religious Organizations, also discusses the various benefits and responsibilities of these organizations under Federal tax law. PUBLIC CHARITY STATUS Every organization that qualifies for tax -exemption as an organization described in section 501(c) (3) is a private foundation unless it falls into one of the categories specifically excluded from the definition of that term (referred to in section 509(a)(1), (2), (3), or (4)). In effect, the definition divides these organizations into two classes, namely private foundations and public charities. The Code section under which you are classified as a public charity is shown in the heading of your exemption letter. This determination is based on the information you provided and the request you made on your Form 1023 application. Please refer to Publication 557 for additional information about public charity status. GRANTS TO INDIVIDUALS The following information is provided for organizations that make grants to individuals. If you begin an individual grant program that was not described in your exemption application, please inform us about the program. Funds you distribute to an individual as a grant must be made on a true charitable basis in furtherance of the purposes for which you are organized. Therefore, you should keep adequate records and case histories that demonstrate that grants to individuals serve your charitable purposes. For example, you should be in a position to substantiate the basis for grants awarded to individuals to relieve poverty or under a scholarship or education loan program. Case histories regarding grants to individuals should show names, addresses, purposes of grants, manner of selection, and relationship (if any) to members, officers, trustees, or donors of funds to you. For more information on the exclusion of scholarships from income by an individual recipient, see Publication 970, Tax Benefits for Education. Letter 1045 (DO/CG) Yahoo! Mail - boblbaby@yahoo.com Page 1 of 1 �HOOg MAIL Subject: etempt Date: Mon, 2 Jul 2007 14:25:57 -0400 From: "Lisa K. Grossman" <LGrossman@KaufmanRossin.com> To: BOBLBABY@YAHOO.COM Bob We received notification today that the KBH&H received exempt status. Congratulations Lisa Print - Close Window Any tax advice given in this email is an informal opinion based on the information contained in this email. As such, the advice is not intended or written to be used for the purpose of avoiding tax penalties and it cannot be used for that purpose. We are available to prepare a more formal, written tax opinion at your request. Lisa K. Grossman, CPA Kaufman, Rossin & Co. 2699 S. Bayshore Dnve Miami, FL 33133 lgrossman(akaufmanrosstn com www kaufmanrossin com p: 305.858.5600 f: 786.470.2284 SEE BEYOND THE NUMBERS This communication was sent from Kaufman Rossin & Co. and contains information that may be confidential or privileged. The information is solely intended for the use of the addressee. If you are not the intended recipient, be advised that any disclosure, copy, distribution, or use of the contents of this communication is prohibited. If you have received this communication in error, please immediately notify the sender by telephone or by electronic mail. This message and related attachments are intended to be an informal means of communication and should not be relied upon, other than for discussion purposes, unless accompanied by a report or letter executed by authorized representatives of the firm. This email has been scanned by the MessageLabs Email Security System. For more information please visit http://www.messagelabs.com/email http://us. f326.mail.y shoo. com/ym/ShowLetter?box=Inbox&MsgId=4494_ 1483 913_ 10880_184... 7/2/2007 " ' Internal Revenue Service Director, EO Rulings & Agreements P.O. Box 2508 Cincinnati, OH 45201 Date: April 5, 2007 KEY BISCAYNE HISTORICAL & HERITAGE SOCIETY INC C/O SALA & GOMEZ PA 260 CRANDON BLVD STE 14 KEY BISCAYNE, FL 33149 Acknowledgement of your application ,./-(e)(3) Department of the Treasury Employer Identification Number: 3 8-3 749517 Document Locator Number: 17053-092-02804-7 Toll Free Number: 877-829-5500 Application Form: 1023 User Fee Paid: $750.00 We received your application for exemption from federal income tax. When communicating with us, please refer to the employer identification number and document locator number shown above. When can you expect to hear from us aboutyour application? Your application was entered into our computer system and has been sent for initial review. Applications are initially separated into three groups: (1) those that can be processed immediately based on information submitted, (2) those that need minor additional information to be resolved, and (3) those that require additional development. If your application falls in the first or second group, you will receive your exemption letter or a request for additional information, via phone, fax, or letter, within approximately 60 days of the date the application was submitted. If your application falls within the third group, you will be contacted when your application has been assigned to an Exempt Organizations specialist. We assign applications in the order we receive them. If, after additional development, we conclude that you qualify for exemption, we will send you a letter stating that you are exempt from federal income tax. If we conclude that you do not qualify for exemption, we will send you a letter explaining why we believe you do not qualify and will include a complete explanation of your appeal rights. The IRS does not issue "tax exempt numbers" or "tax exempt certificates" for state or local sales or income taxes. If you need exemption from these taxes, contact your state or local tax offices. Where can you learn more about the status ofyour application? Unfortunately, we are experiencing delays in working applications that require further development. Please click on the Where Is My Exemption Application? link found at www.irs.gov/eo for the dates of cases currently being assigned. Notice 3367 (cg) - (Rev. 11/2006) Yahoo! Mail - boblbaby@yahoo.com i. IMERDOU MAIL '1,a - Date: Wed, 14 Feb 2007 22:53:11 -0800 (PST) From: "boblbaby" <boblbaby@yahoo.com> Subject: Grant To: oguilarte@bellsouth.net Hello Olga Guilarte. It is a pleasure to hear from you, and it is wonder to have your support for the Historical/ Heritage Society. You and I have met more then once in the past, but always briefly at some social gathering. When an occasion arises in the future where we will see each other face to face, it will bring back memories for both of us. Your communications to Ed Meyer, including your address and the background information, were sent to me. I will work on a presentation, and forward it to you shortly. Robert L. Maggs, M.D. / Bob Maggs (Correct my e-mail address. It is boblbab @ a 4111 on Ai ijyt/Ttive kr3, /i11 x t l (C ie (1 • 4) dida �- elofl I ni a fes� Window Ji e ev41 / 6/1/4- ic /%j http://us.f326.mail.yahoo.com/ym/ • '•'err?b nt MMsgId=2391_663517_498_521_61... 2/15/2007 111 li Key Biscayne HistOik o•'.ca1 & Heritage Societ'f, Inc 38-3749517 Form 1023 Che list (Revised June 2006) Application for Recognition of Exemption under Section 501(c)(3) of the Internal Revenue Code ,y12,0,a7 Note. Retain a copy of the completed Form 1023 in your permanent records. Refer to the General Instructions regarding Public Inspection of approved applications. Check each box to finish your application (Form 1023). Send this completed Checklist with your filled -in application. If you have not answered all the items below, your application may be returned to you as • yf incomplete. Assemble the application and materials in this order: • Form 1023 Checklist Form 2848, Power of Attorney and Declaration of Representative (if filing) Form 8821, Tax Information Authorization (if filing) Expedite request (if requesting) Application (Form 1023 and Schedules A through H, as required) Articles of organization Amendments to articles of organization in chronological order Bylaws or other rules of operation and amendments Documentation of nondiscriminatory policy for schools, as required Form 5768, Election/Revocation of Election by an Eligible Section 501(c)(3) Organiz n Expenditures To Influence Legislation (if filing) • All other attachments, including explanations, financial data, and printed materia o `f ubljcA i each page with name and EIN. n User fee payment placed in envelope on top of checklist. DO NOT STAPLE or o rwise money order to your application. Instead, just place it in the envelope. idf 1/�.�� # ro 745,t-to' cluinL reefed informa ion and st, pr..:,s� t/'a.: . a the F by Schedule B Employer Identification Number (ElNy. ,6I Completed Parts I through XI of the a Schedules A through H • You must provide specific details about your • Generalizations or failure to answer questions you as tax exempt. • Describe your purposes and prop • Financial information should corre ac prevent us from reco sp ific understood terms. prop sed ivities. n Schedules Submit only those schedule la apply to you and check eith Schedule A Yes No X Schedule B Yes No X Schedule C Yes No X Schedule D Yes No X STF FED2129F 27 Schedule E Schedule F Yes Yes No No X X Schedule G Yes No X Schedule H Yes No /qi X ii -1/02/1)-q dilV // is tbdi(11;ij 0-0P1/(1'11) na f1 ) IS • r An exact copy of your comp") articles of organization (creating docum . Absence of the proper purpose and dissolution clauses is the number one reason for delays in the issuance of determination letters. • Location of Purpose Clause from Part III, line 1 (Page, Article and Paragraph Number)Page 1, Article III as ame • Location of Dissolution Clause from Part III, line 2b or 2c (Page, Article and Paragraph Number) or by operation of state law Page 1, Article III as amended 3/13/07 n Signature of an officer, director, trustee, or other official who is authorized to sign the application. • Signature at Part XI of Form 1023. �X Your name on the application must be the same as your legal name as it appears in your articles of organization. Send completed Form 1023, user fee payment, and all other required information, to: Internal Revenue Service P.O. Box 192 Covington, KY 41012-0192 If you are using express mail or a delivery service, send Form 1023, user fee payment, and attachments to: Internal Revenue Service 201 West Rivercenter Blvd. Attn: Extracting Stop 312 Covington, KY 41011 STF FED2129F 28 Form 2848 (Rev March 2004) Department of the Treasury Internal Revenue Service • Power of Attorney • and Declaration of Representative ► Type or print. ► See the separate instructions. OMB No 1545-0150 Power of Attorney Caution: Form 2848 will not be honored for any purpose other than representation before the IRS 1 Taxpayer information. Taxpayer(s) must sign and date this form o page 2, line 9 For IRS Use Received by Name Only Telephone Function Date Taxpayer name(s) and address Key Biscayne Historical & Heritage Society, Inc. 260 Crandon Blvd. Ste.14 Key Biscayne, FL 33149 Social security number(s) Employer identification number 38-3749517 Daytime telephone number 305-361-8808 Plan number Of applicable) hereby appoint(s) the following representative(s) as attorney(s)-In-fact 2 Representative(s) must sign and date this form on page 2, Part II Name and address Janet M. Fifer, c/o: KRCO 2699 S.Bayshore Drive 3rd Floor Miami, Florida 33133 CAF No 8006-10500R Telephone No 305-858-5600 Fax No 786-470-2286 Check if new Address ❑ Telephone No ❑ Fax No Name and address Scott F. Berger, c/o: KRCO 2699 S.Bayshore Drive 3rd Floor Miami, Florida 33133 Name and address Lisa K. Grossman, c/o: KRCO 2699 S. Bayshore Drive 3rd Floor Miami, Florida 33133 to represent the taxpayer(s) before the Internal 3 Tax matters CAF No 6505-55924R Telephone No 305-857-6786 Fax No 786-470-2222 Check if new Address ❑ Telephone No ❑ Fax No n CAF No 0100-35464R Telephone No 3.05_-_857-6.7.84_ Fax No 786-470-2284 Check if new Address ❑ Telephone No ❑ Fax No Revenue Service for the following tax matters. W Type of Tax (Income, Employment, Excise, etc) or Civil Penalty (see the instructions for line 3) Tax Form Number (1040, 941, 720, etc) Year(s) or Period(s) (see the instructions for line 3) Exempt Organization Return 990 2007 - 2010 Application for exempt status 1023 2007-2008 4 Specific use not recorded on Centralized Authorization File (CAF). If the power of attorney is for a specific use not recorded on CAF, check this box See the instructions for Line 4. Specific uses not recorded on CAF. ► 5 Acts authorized. The representatives are authorized to receive and inspect confidential tax information and to perform any and all acts that I (we) can perform with respect to the tax matters described on line 3, for example, the authority to sign any agreements, consents, or other documents The authority does not include the power to receive refund checks (see line 6 below), the power to substitute another representative, the power to sign certain returns, or the power to execute a request for disclosure of tax returns or return information to a third party See the line 5 instructions for more information Exceptions. An unenrolled return preparer cannot sign any document for a taxpayer and may only represent taxpayers in limited situations See Unenrolled Return Preparer on page 2 of the instructions An enrolled actuary may only represent taxpayers to the extent provided in section 10 3(d) of Circular 230 See the line 5 instructions for restrictions on tax matters partners List any specific additions or deletions to the acts otherwise authorized in this power of attorney Receipt of refund checks. If you want to authorize a representative named on line 2 to receive, BUT NOT TO ENDORSE OR CASH, refund checks, initial here and list the name of that representative below Name of representative to receive refund check(s)110- For Privacy Act and Paperwork Reduction Notice, see page 4 of the instructions. Form 2848 (Rev 3-2004) ISA STF FED4675F 1 Form 2848 (Rev 3-2004) Key Biscayn.storical & Heritage Societ nc . 38-3749517 Page 2 7 Notices and communications. Original notices and other written communications will be sent to you and a copy to the first representative listed on line 2 a If you also want the second representative listed to receive a copy of notices and communications, check this box ► ❑ b If you do not want any notices or communications sent to your representative(s), check this box ► ❑ 8 Retention/revocation of prior power(s) of attorney. The filing of this power of attorney automatically revokes all earlier power(s) of attorney on file with the Internal Revenue Service for the same tax matters and years or periods covered by this document If you do not want to revoke a prior power of attorney, check here . ► ❑ YOU MUST ATTACH A COPY OF ANY POWER OF ATTORNEY YOU WANT TO REMAIN IN EFFECT. 9 Signature of taxpayer(s). If a tax matter concerns a joint return, both husband and wife must sign if joint representation is requested, otherwise, see the instructions If signed by a corporate officer, partner, guardian, tax matters partner, executor, receiver, administrator, or trustee on behalf of the taxpayer, I certify that I have the authority to execute this form on behalf of the taxpayer ► IF NOT21 JED AND DATED, THIS POWER OF ATTORNEY WILL BE RETURNED. Signature Robert L. Maggs Print Name PIN Number Signature Print Name PIN Number Title (if applicable) Key Biscayne Historical & Heritage Society, Inc Print name of taxpayer from line 1 if other than individual Date Title (if applicable) Part II Declaration of Representative Caution: Students with a special order to represent taxpayers in Qualified Low Income Taxpayer Clinics or the Student Tax Clinic •roram, see the instructions for Part 11 Under penalties of perjury, I declare that • I am not currently under suspension or disbarment from practice before the Internal Revenue Service, • I am aware of regulations contained in Treasury Department Circular No 230 (31 CFR, Part 10), as amended, concerning the practice of attorneys, certified public accountants, enrolled agents, enrolled actuaries, and others, • I am authorized to represent the taxpayer(s) identified in Part I for the tax matter(s) specified there, and • I am one of the following a Attorney — a member in good standing of the bar of the highest court of the jurisdiction shown below b Certified Public Accountant — duly qualified to practice as a certified public accountant in the jurisdiction shown below c Enrolled Agent — enrolled as an agent under the requirements of Treasury Department Circular No 230 d Officer — a bona fide officer of the taxpayer's organization e Full -Time Employee — a full-time employee of the taxpayer f Family Member — a member of the taxpayer's immediate family (i e , spouse, parent, child, brother, or sister) 9 Enrolled Actuary — enrolled as an actuary by the Joint Board for the Enrollment of Actuaries under 29 U S C 1242 (the authority to practice before the Service is limited by section 10 3(d) of Treasury Department Circular No 230) h Unenrolled Return Preparer — the authority to practice before the Internal Revenue Service is limited by Treasury Department Circular No 230, section 10 7(c)(1)(viii) You must have prepared the return in question and the return must be under examination by the IRS See Unenrolled Return Preparer on page 2 of the instructions ► IF THIS DECLARATION OF REPRESENTATIVE IS NOT SIGNED AND DATED, THE POWER OF ATTORNEY WILL BE RETURNED. See the Part II instructions Designation — Insert above letter (a -h) Jurisdiction (state) or identification Signature Date b TX y� f c' off/6 / ' b FL / 3) 0 i b FL .( ,e e(t.„_. ,_2(-I- U - Form 2848 (Rev 3-2004) STF FED4675F 2 Form 10 2 3 (Rev June 2006) Department of the Treasury Internal Revenue Service Ap:Illation for Recognition of Exelition Under Section 501(c)(3) of the Internal Revenue Code OMB No 1545-0056 Note: If exempt status is approved, this application will be open for public inspection Use the instructions to complete this application and for a definition of all bold items. For additional help, call IRS Exempt • Organizations Customer Account Services toll -free at 1-877-829-5500. Visit our website at www.irs.gov for forms and publications. If the required information and documents are not submitted with payment of the appropriate user fee, the application may be returned to you. Attach additional sheets to this application if you need more space to answer fully. Put your name and EIN on each sheet and identify each answer by Part and line number. Complete Parts I - XI of Form 1023 and submit only those Schedules (A through H) that apply to you. • • Part I Identification of Applicant 1 Full name of organization (exactly as it appears in your organizing document) Key Biscayne Historical & Heritage Society, Inc. 2 c/o Name (if applicable) Sala & Gomez, P,A. 3 Mailing address (Number and street) (see instructions) 260 Crandon Boulevard Room/Suite 14 4 Employer Identification Number (EIN) 38-3749517 City or town, state or country, and ZIP + 4 Key Biscayne, FL 33149 5 Month the annual accounting period ends (01-12) December 6 Primary contact (officer, director, trustee, or authorized representative) a Name Janet Fifer, authorized representative b Phone. (305) 361-8808 c Fax (optional) 7 Are you represented by an authorized representative, such as an attorney or accountant? If "Yes," provide the authorized representative's name, and the name and address of the authorized representative's firm Include a completed Form 2848, Power of Attorney and Declaration of Representative, with your application if you would like us to communicate with your representative ® Yes ❑ No 8 Was a person who is not one of your officers, directors, trustees, employees, or an authorized representative listed in line 7, paid, or promised payment, to help plan, manage, or advise you about the structure or activities of your organization, or about your financial or tax matters? If "Yes," provide the person's name, the name and address of the person's firm, the amounts paid or promised to be paid, and describe that person's role ❑ Yes ® No 9a Organization's website None at this time b Organization's email (optional) kbhsmeyer@AOL.com 10 Certain organizations are not required to file an information return (Form 990 or Form 990-EZ). If you ❑ Yes ® No are granted tax -exemption, are you claiming to be excused from filing Form 990 or Form 990-EZ? If "Yes," explain. See the instructions for a description of organizations not required to file Form 990 or Form 990-EZ. 11 Date incorporated if a corporation, or formed, if other than a corporation (MM/DD/YYYY) 1/ 09/07 12 Were you formed under the laws of a foreign country? ❑ Yes ® No If "Yes," state the country For Paperwork Reduction Act Notice, see page 24 of the instructions. ISA STF FED2129F 1 Form 1023 (Rev 6-2006) Form 1023 (Rev 6-2006) Name Key Part!! Organizational Structure ayne Historical & Heritage Society, • EIN 38-3749517 Page 2 You must be a corporation (including a limited liability company), an unincorporated association, or a trust to be tax exempt. (See instructions) DO NOT file this form unless you can check "Yes" on lines 1, 2, 3, or 4. 1 Are you a corporation? If "Yes," attach a copy of your articles of incorporation showing certification ® Yes D No of filing with the appropriate state agency. Include copies of any amendments to your articles and be sure they also show state filing certification. 2 Are you a limited liability company (LLC)? If "Yes," attach a copy of your articles of organization showing ❑ Yes ® No certification of filing with the appropriate state agency. Also, if you adopted an operating agreement, attach a copy. Include copies of any amendments to your articles and be sure they show state filing certification Refer to the instructions for circumstances when an LLC should not file its own exemption application 3 Are you an unincorporated association? If "Yes," attach a copy of your articles of association, constitution, or other similar organizing document that is dated and includes at least two signatures Include signed and dated copies of any amendments. ❑ Yes ® No 4a Are you a trust? If "Yes," attach a signed and dated copy of your trust agreement. Include signed ❑ Yes ® No and dated copies of any amendments b Have you been funded? If "No," explain how you are formed without anything of value placed in trust ❑ Yes ❑ No 5 Have you adopted bylaws? If "Yes," attach a current copy showing date of adoption. If "No," explain ® Yes ❑ No how your officers, directors, or trustees are selected. Required Provisions in Your Organizing Document Part III The following questions are designed to ensure that when you file this application, your organizing document contains the required provisions to meet the organizational test under section 501(c)(3) Unless you can check the boxes in both lines 1 and 2, your organizing document does not meet the organizational test DO NOT file this application until you have amended your organizing document. Submit your original and amended organizing documents (showing state filing certification if you are a corporation or an LLC) with your application 1 Section 501(c)(3) requires that your organizing document state your exempt purpose(s), such as charitable, religious, educational, and/or scientific purposes. Check the box to confirm that your organizing document meets this requirement Describe specifically where your organizing document meets this requirement, such as a reference to a particular article or section in your organizing document. Refer to the instructions for exempt purpose language. Location of Purpose Clause (Page, Article, and Paragraph): Article III , as amended 3/13/07 2a Section 501(c)(3) requires that upon dissolution of your organization, your remaining assets must be used exclusively for exempt purposes, such as charitable, religious, educational, and/or scientific purposes Check the box on line 2a to confirm that your organizing document meets this requirement by express provision for the distribution of assets upon dissolution If you rely on state law for your dissolution provision, do not check the box on line 2a and go to line 2c 2b If you checked the box on line 2a, specify the location of your dissolution clause (Page, Article, and Paragraph) Do not complete line 2c if you checked box 2a. Article III , as amended 3/13/07 2c See the instructions for information about the operation of state law in your particular state Check this box if you rely on operation of state law for your dissolution provision and indicate the state Part IV Narrative Description of Your Activities Using an attachment, describe your past, present, and planned activities in a narrative If you believe that you have already provided some of this information in response to other parts of this application, you may summarize that information here and refer to the specific parts of the application for supporting details You may also attach representative copies of newsletters, brochures, or similar documents for supporting details to this narrative Remember that if this application is approved, it will be open for public inspection Therefore, your narrative description of activities should be thorough and accurate Refer to the instructions for information that must be included in your description Part V Compensation and Other Financial Arrangements With Your Officers, Directors, Trustees, Employees, and Independent Contractors la List the names, titles, and mailing addresses of all of your officers, directors, and trustees For each person listed, state their total annual compensation, or proposed compensation, for all services to the organization, whether as an officer, employee, or other position Use actual figures, if available Enter "none" if no compensation is or will be paid If additional space is needed, attach a separate sheet Refer to the instructions for information on what to include as compensation Name Title Mailing address Compensation amount (annual actual or estimated) Edward F. Meyer President 798 Crandon B1vd.29A Key Bisc.Fl 33149 None Robert F. Bristol Vice Secretary 610 Ridgewood Rd _ Key Bisc. F133149 None Robert L. Maggs Vice Treasurer 155 Ocean Ln Dr.913 _ Key Bisc.F1 33149 None Form 1023 (Rev 6-2006) STF FED2129F 2 " " " Form 1023 (Rev 6-2006) Name Key ]3Wyne Historical & Heritage Society, In EIN 38-3749517 Compensation and Other Financial Arrangements With Your Offic s, Directors, Trustees, Employees, and Independent Contractors (Continued) b List the names, titles, and mailing addresses of each of your five highest compensated employees who receive or will receive compensation of more than $50,000 per year. Use the actual figure, if available Refer to the instructions for information on what to include as compensation Do not include officers, directors, or trustees listed in line la Part V Page 3 Name Title Mailing address Compensation amount (annual actual or estimated) N/A c List the names, names of businesses, and mailing addresses of your five highest compensated independent contractors that receive or will receive compensation of more than $50,000 per year Use the actual figure, if available Refer to the instructions for information on what to include as compensation Name Title Mailing address Compensation amount (annual actual or estimated) The following "Yes" or "No" questions relate to past, present, or planned relat onships, transactions, or agreements with your officers, directors, trustees, highest compensated employees, and highest compensated independent contractors listed in lines la, 1b, and lc 2a Are any of your officers, directors, or trustees related to each other through family or business Q' Yes � No relationships? If "Yes," identify the individuals and explain the relationship. b Do you have a business relationship with any of your officers, directors, or trustees other than Q' Yes � No through their position as an officer, director, or trustee? If "Yes," identify the individuals and describe the business relationship with each of your officers, directors, or trustees. c Are any of your officers, directors, or trustees related to your highest compensated employees or Q' Yes � No highest compensated independent contractors listed on lines 1b or lc through family or business relationships? If "Yes," identify the individuals and explain the relationship. 3a For each of your officers, directors, trustees, highest compensated employees, and highest compensated independent contractors listed on lines 1 a, 1 b, or lc, attach a list showing their name, qualifications, average hours worked, and duties. b Do any of your officers, directors, trustees, highest compensated employees, and highest compensated independent contractors listed on lines la, 1 b, or lc receive compensation from any other organizations, whether tax exempt or taxable, that are related to you through common control? If "Yes," identify the individuals, explain the relationship between you and the other organization, and describe the compensation arrangement. Q' Yes � No 4 In establishing the compensation for your officers, directors, trustees, highest compensated employees, and highest compensated independent contractors listed on lines la, 1 b, and lc, the following practices are recommended, although they are not required to obtain exemption. Answer "Yes" to all the practices you use. No applicable compensation is anticipated at this time a Do you or will the individuals that approve compensation arrangements follow a conflict of interest policy? Q' Yes b Do you or will you approve compensation arrangements in advance of paying compensation? Q' Yes c Do you or will you document in writing the date and terms of approved compensation arrangements? Q' Yes Q' No Q' No Q' No STF FED2129F 3 Form 1023 (Rev 6-2006) Form 1023 (Rev 6-2006) Name Key B yne Historical & Heritage Society, In EN 38-3749517 Page 4 • • Part V Compensation and Othe Financial Arrangements With Your Offi , Directors, Trustees, Employees, and Independent Contractors (Continued) (See note on prior page) d Do you or will you record in writing the decision made by each individual who decided or voted on ❑ Yes ❑ No compensation arrangements? e Do you or will you approve compensation arrangements based on information about compensation paid by ❑ Yes ❑ No similarly situated taxable or tax-exempt organizations for similar services, current compensation surveys compiled by independent firms, or actual written offers from similarly situated organizations? Refer to the instructions for Part V, lines la, lb, and 1 c, for information on what to include as compensation f Do you or will you record in writing both the information on which you relied to base your decision ❑ Yes ❑ No and its source? g If you answered "No" to any item on lines 4a through 4f, describe how you set compensation that is reasonable for your officers, directors, trustees, highest compensated employees, and highest compensated independent contractors listed in Part V, lines 1a, 1b, and 1c. 5a Have you adopted a conflict of interest policy consistent with the sample conflict of interest policy in Appendix A to the instructions? If "Yes," provide a copy of the policy and explain how the policy has been adopted, such as by resolution of your governing board If "No," answer lines 5b and 5c b What procedures will you follow to assure that persons who have a conflict of interest will not have influence over you for setting their own compensation? c What procedures will you follow to assure that persons who have a conflict of interest will not have influence over you regarding business deals with themselves? Note: A conflict of interest policy is recommended though it is not required to obtain exemption Hospitals, see Schedule C, Section I, line 14 No applicable compensation is anticipated at this time ❑ Yes ® No 6a Do you or will you compensate any of your officers, directors, trustees, highest compensated employees, ❑ Yes ® No and highest compensated independent contractors listed in lines la, 1b, or 1c through non -fixed payments, such as discretionary bonuses or revenue -based payments? If "Yes," describe all non -fixed compensation arrangements, including how the amounts are determined, who is eligible for such arrangements, whether you place a limitation on total compensation, and how you determine or will determine that you pay no more than reasonable compensation for services Refer to the instructions for Part V, lines 1a, 1b, and 1c, for information on what to include as compensation. b Do you or will you compensate any of your employees, other than your officers, directors, trustees, or your five highest compensated employees who receive or will receive compensation of more than $50,000 per year, through non -fixed payments, such as discretionary bonuses or revenue -based payments? If "Yes," describe all non -fixed compensation arrangements, including how the amounts are or will be determined, who is or will be eligible for such arrangements, whether you place or will place a limitation on total compensation, and how you determine or will determine that you pay no more than reasonable compensation for services. Refer to the instructions for Part V, lines la, 1 b, and lc, for information on what to include as compensation. ❑ Yes ® No 7a Do you or will you purchase any goods, services, or assets from any of your officers, directors, trustees, highest compensated employees, or highest compensated independent contractors listed in lines 1 a, lb, or 1 c? If "Yes," describe any such purchase that you made or intend to make, from whom you make or will make such purchases, how the terms are or will be negotiated at arm's length, and explain how you determine or will determine that you pay no more than fair market value. Attach copies of any written contracts or other agreements relating to such purchases. b Do you or will you sell any goods, services, or assets to any of your officers, directors, trustees, highest compensated employees, or highest compensated independent contractors listed in lines la, 1 b, or lc? If "Yes," describe any such sales that you made or intend to make, to whom you make or will make such sales, how the terms are or will be negotiated at arm's length, and explain how you determine or will determine you are or will be paid at least fair market value. Attach copies of any written contracts or other agreements relating to such sales. ❑ Yes ® No ❑ Yes ® No 8a Do you or will you have any leases, contracts, loans, or other agreements with your officers, directors, ❑ Yes ® No trustees, highest compensated employees, or highest compensated independent contractors listed in lines la, 1b, or 1c? If "Yes," provide the information requested in lines 8b through 8f b Describe any written or oral arrangements that you made or intend to make. c Identify with whom you have or will have such arrangements. d Explain how the terms are or will be negotiated at arm's length. e Explain how you determine you pay no more than fair market value or you are paid at least fair market value f Attach copies of any signed leases, contracts, loans, or other agreements relating to such arrangements 09a Do you or will you have any leases, contracts, loans, or other agreements with any organization in ❑ Yes ® No which any of your officers, directors, or trustees are also officers, directors, or trustees, or in which any individual officer, director, or trustee owns more than a 35% interest? If "Yes," provide the information requested in lines 9b through 9f. Form 1023 (Rev 6-2006) STF FED2129F 4 " Form 1023 (Rev 6-2006) Part V Name Key cayne Historical & Heritage Society, EIN 38-3749517 Compensation and Oth r Financial Arrangements With Your Oft1!'ers, Directors, Trustees, Employees, and Independent Contractors (Continued) Page 5 b Describe any written or oral arrangements you made or intend to make. c Identify with whom you have or will have such arrangements. d Explain how the terms are or will be negotiated at arm's length. e Explain how you determine or will determine you pay no more than fair market value or that you are paid at least fair market value f Attach a copy of any signed leases, contracts, loans, or other agreements relating to such arrangements. Part VI N/A Your Members and Other Individuals and Organizations That Receive Benefits From You The following "Yes" or "No" questions relate to goods, services, and funds you provide to individuals and organizations as part of your activities. Your answers should pertain to past, present, and planned activities. (See instructions.) la In carrying out your exempt purposes, do you provide goods, services, or funds to individuals? If Q' Yes � No "Yes," describe each program that provides goods, services, or funds to individuals. b In carrying out your exempt purposes, do you provide goods, services, or funds to organizations? If Q' Yes � No "Yes," describe each program that provides goods, services, or funds to organizations. 2 Do any of your programs limit the provision of goods, services, or funds to a specific individual or Q' Yes � No group of specific individuals? For example, answer "Yes," if goods, services, or funds are provided only for a particular individual, your members, individuals who work for a particular employer, or graduates of a particular school. If "Yes," explain the limitation and how recipients are selected for each program. 3 Do any individuals who receive goods, services, or funds through your programs have a family or Q' Yes � No business relationship with any officer, director, trustee, or with any of your highest compensated employees or highest compensated independent contractors listed in Part V, lines la, 1 b, and lc? If "Yes," explain how these related individuals are eligible for goods, services, or funds. Part VII Your History The following "Yes" or "No" questions relate to your history. (See instructions.) 1 Are you a successor to another organization? Answer "Yes," if you have taken or will take over the Q' Yes � No activities of another organization; you took over 25% or more of the fair market value of the net " assets of another organization; or you were established upon the conversion of an organization from for-profit to non-profit status If "Yes," complete Schedule G 2 Are you submitting this application more than 27 months after the end of the month in which you Q' Yes � No were legally formed? If "Yes," complete Schedule E. " Part VIII Your Specific Activities The following "Yes" or "No" questions relate to specific activities that you may conduct. Check the appropriate box. Your answers should pertain to past, present, and planned activities. (See instructions.) 1 Do you support or oppose candidates in political campaigns in any way? If "Yes," explain. Q' Yes � No 2a Do you attempt to influence legislation? If "Yes," explain how you attempt to influence legislation Q' Yes � No and complete line 2b If "No," go to line 3a. b Have you made or are you making an election to have your legislative activities measured by Q' Yes � No expenditures by filing Form 5768? If "Yes," attach a copy of the Form 5768 that was already filed or attach a completed Form 5768 that you are filing with this application. If "No," describe whether your attempts to influence legislation are a substantial part of your activities. Include the time and money spent on your attempts to influence legislation as compared to your total activities. 3a Do you or will you operate bingo or gaming activities? If "Yes," describe who conducts them, and Q' Yes � No list all revenue received or expected to be received and expenses paid or expected to be paid in operating these activities. Revenue and expenses should be provided for the time periods specified in Part IX, Financial Data. b Do you or will you enter into contracts or other agreements with individuals or organizations to Q' Yes � No conduct bingo or gaming for you? If "Yes," describe any written or oral arrangements that you made or intend to make, identify with whom you have or will have such arrangements, explain how the terms are or will be negotiated at arm's length, and explain how you determine or will determine you pay no more than fair market value or you will be paid at least fair market value Attach copies or any written contracts or other agreements relating to such arrangements. c List the states and local jurisdictions, including Indian Reservations, in which you conduct or will conduct gaming or bingo STF FED2129F 5 Form 1023 (Rev 6-2006) Form 1023 (Rev 6-2006) Name Key •cayne Historical & Heritage Society, Part VIII Your Specific Activities (Continued) EIN 38-3749517 Page 6 4a Do you or will you undertake fundraising? conduct. (See instructions.) ® mail solicitations ® email solicitations ® personal solicitations ❑ vehicle, boat, plane, or similar donations ® foundation grant solicitations Attach a description of each fundraising program. If "Yes," check all the fundraising programs you do or will 111 ® Yes No phone solicitations accept donations on your website receive donations from another organization's website government grant solicitations Other Golf Tournaments, dinners & similar events b Do you or will you have written or oral contracts with any individuals or organizations to raise funds for you? If "Yes," describe these activities. Include all revenue and expenses from these activities and state who conducts them. Revenue and expenses should be provided for the time periods specified in Part IX, Financial Data. Also, attach a copy of any contracts or agreements. c Do you or will you engage in fundraising activities for other organizations? If "Yes," describe these arrangements. Include a description of the organizations for which you raise funds and attach copies of all contracts or agreements. d List all states and local jurisdictions in which you conduct fundraising. For each state or local jurisdiction listed, specify whether you fundraise for your own organization, you fundraise for another organization, or another organization fundraiser for you. e Do you or will you maintain separate accounts for any contributor under which the contributor has ❑ Yes ® No the right to advise on the use or distribution of funds? Answer "Yes" if the donor may provide advice on the types of investments, distributions from the types of investments, or the distribution from the donor's contribution account. If "Yes," describe this program, including the type of advice that may be provided and submit copies of any written materials provided to donors. Yes Yes Florida No No 5 Are you affiliated with a governmental unit? If "Yes," explain. 6a b Do you or will you engage in economic development? If "Yes," describe your program. Describe in full who benefits from your economic development activities and how the activities promote exempt purposes. 7a Do or will persons other than your employees or volunteers develop your facilities? If "Yes," describe each facility, the role of the developer, and any business or family relationship(s) between the developer and your officers, directors, or trustees. b Do or will persons other than your employees or volunteers manage your activities or facilities? If ❑ Yes ® No "Yes," describe each activity and facility, the role of the manager, and any business or family relationship(s) between the manager and your officers, directors, or trustees c If there is a business or family relationship between any manager or developer and your officers, directors, or trustees, identify the individuals, explain the relationship, describe how contracts are negotiated at arm's length so that you pay no more than fair market value, and submit a copy of any None contracts or other agreements. ❑ Yes ❑ Yes ® No ® No ❑ Yes No 8 Do you or will you enter into joint ventures, including partners lips or limited liability companies ❑ Yes ® No treated as partnerships, in which you share profits and losses with partners other than section 501(c)(3) organizations? If "Yes," describe the activities of these joint ventures in which you participate 9a Are you applying for exemption as a childcare organization under section 501(k)9 If "Yes," answer ❑ Yes ® No lines 9b through 9d If "No," go to line 10. b Do you provide child care so that parents or caretakers of children you care for can be gainfully ❑ Yes ❑ No employed (see instructions)? If "No," explain how you qualify as a childcare organization described in section 501(k). c Of the children for whom you provide child care, are 85% or more of them cared for by you to ❑ Yes ❑ No enable their parents or caretakers to be gainfully employed (see instructions)? If "No," explain how you qualify as a childcare organization described in section 501(k) d Are your services available to the general public? If "No," describe the specific group of people for ❑ Yes ❑ No whom your activities are available. Also, see the instructions and explain how you qualify as a childcare organization described in section 501(k). 10 Do you or will you publish, own, or have rights in music, literature, tapes, artworks, choreography, ❑ Yes ❑ No scientific discoveries, or other intellectual property? If "Yes," explain Describe who owns or will own any copyrights, patents, or trademarks, whether fees are or will be charged, how the fees are determined, and how any items are or will be produced, distributed, and marketed. Possibly, see attached statement Form 1023 (Rev 6-2006) STF FED2129F 6 Form 1023 (Rev 6-2006) Name Key Blyne Historical & Heritage Society, Part VIII Your Specific Activities ontinued) In* EIN 38-3749517 Page 7 • • • 11 Do you or will you accept contributions of: real property; conservation easements; closely held securities, intellectual property such as patents, trademarks, and copyrights; works of music or art; licenses, royalties; automobiles, boats, planes, or other vehicles; or collectibles of any type'? If "Yes," describe each type of contribution, any conditions imposed by the donor on the contribution, and any agreements with the donor regarding the contribution. Yes ❑ No 12a Do you or will you operate in a foreign country or countries? If "Yes," answer lines 12b through ❑ Yes ® No 12d. If "No," go to line 13a. b Name the foreign countries and regions within the countries in which you operate. c Describe your operations in each country and region in which you operate. d Describe how your operations in each country and region further your exempt purposes. 13a Do you or will you make grants, loans, or other distributions to organization(s)? If "Yes," answer lines ❑ Yes ® No 13b through 13g. If "No," go to line 14a. b Describe how your grants, loans, or other distributions to organizations further your exempt purposes c Do you have written contracts with each of these organizations'? If "Yes," attach a copy of each contract ❑ Yes ❑ No d Identify each recipient organization and any relationship between you and the recipient organization. e Describe the records you keep with respect to the grants, loans, or other distributions you make. f Describe your selection process, including whether you do any of the following: (i) Do you require an application form? If "Yes," attach a copy of the form. ❑ Yes ❑ No (ii) Do you require a grant proposal? If "Yes," describe whether the grant proposal specifies your ❑ Yes ❑ No responsibilities and those of the grantee, obligates the grantee to use the grant funds only for the purposes for which the grant was made, provides for periodic written reports concerning the use of grant funds, requires a final written report and an accounting of how grant funds were used, and acknowledges your authority to withhold and/or recover grant funds in case such funds are, or appear to be, misused. g Describe your procedures for oversight of distributions that assure you the resources are used to further your exempt purposes, including whether you require periodic and final reports on the use of resources. 14a Do you or will you make grants, loans, or other distributions to foreign organizations? If "Yes," ❑ Yes ® No answer lines 14b through 14f If "No," go to line 15. b Provide the name of each foreign organization, the country and regions within a country in which each foreign organization operates, and describe any relationship you have with each foreign organization. c Does any foreign organization listed in line 14b accept contributions earmarked for a specific country ❑ Yes ❑ No or specific organization? If "Yes," list all earmarked organizations or countnes. d Do your contributors know that you have ultimate authority to use contributions made to you at your ❑ Yes ❑ No discretion for purposes consistent with your exempt purposes'? If "Yes," describe how you relay this information to contributors. e Do you or will you make pre -grant inquiries about the recipient organization? If "Yes," describe these ❑ Yes ❑ No inquiries, including whether you inquire about the recipient's financial status, its tax-exempt status under the Internal Revenue Code, its ability to accomplish the purpose for which the resources are provided, and other relevant information. f Do you or will you use any additional procedures to ensure that your distributions to foreign ❑ Yes ❑ No organizations are used in furtherance of your exempt purposes? If "Yes," describe these procedures, including site visits by your employees or compliance checks by impartial experts, to verify that grant funds are being used appropriately. STF FED2129F 7 Form 1 023 (Rev 6-2006) Form 1023 (Rev 6-2006) Part VIII Name Key cayne Historical & Heritage Society, EIN 38-3749517 Page 8 Your Specific Activities (Continued) • • • 15 Do you have a close connection with any organizations? If "Yes," explain. 16 Are you applying for exemption as a cooperative hospital service organization under section 501(e)? If "Yes," explain ❑ Yes ® No ❑ Yes ® No 17 Are you applying for exemption as a cooperative service organization of operating educational ❑ Yes ® No organizations under section 501(f)? If "Yes," explain. 18 Are you applying for exemption as a charitable risk pool under section 501(n)? If "Yes," explain. ❑ Yes ® No 19 Do you or will you operate a school? If "Yes," complete Schedule B. Answer "Yes," whether you ❑ Yes ® No operate a school as your main function or as a secondary activity. 20 Is your main function to provide hospital or medical care? If "Yes," complete Schedule C. ❑ Yes ® No 21 Do you or will you provide low-income housing or housing for the elderly or handicapped? If ❑ Yes ® No "Yes," complete Schedule F. 22 Do you or will you provide scholarships, fellowships, educational loans, or other educational grants to ❑ Yes ® No individuals, including grants for travel, study, or other similar purposes? If "Yes," complete Schedule H. Note: Private foundations may use Schedule H to request advance approval of individual grant procedures STF FED2129F 8 Form 1023 (Rev 6-2006) Form 1023 (Rev 6-2006) Name Key Fyne Historical & Heritage Society, I4110 EIN 38-3749517 Part IX Financial Data Page 9 For purposes of this schedule, years in existence refer to completed tax years. If in existence 4 or more years, complete the schedule for the most recent 4 tax years. If in existence more than 1 year but less than 4 years, complete the statements for each year in existence and provide projections of your likely revenues and expenses based on a reasonable and good faith estimate of your future finances for a total of 3 years of financial information. If in existence less than 1 year, provide projections of your likely revenues and expenses for the current year and the 2 following years, based on a reasonable and good faith estimate of your future finances for a total of 3 years of financial information. (See instructions.) A. Statement of Revenues and Expenses Type of revenue or expense Current tax year 3 prior tax years or 2 succeeding tax years 1 Gifts, grants, and contributions received (do not include unusual grants) (a) From 1/ 1/07 To 12/31/07 (b) From 1/1/08 To 12-31-08 (c)From1/1/09 To 12/31/09 (d) From To (e) Provide Total for (a) through (d) (All yea 13,000 rs are proje 28,000 cted budgets 53,000 94,000.00 2 Membership fees received 3 Gross investment Income 1,250 2,500 2,500 6,250.00 0.00 4 Net unrelated business income 0.00 5 Taxes levied for your benefit 6 Value of services or facilities furnished by a governmental unit without charge (not Including the value of services generally furnished to the public without charge) 0.00 0.00 7 Any revenue not otherwise listed above or in lines 9-12 below (attach an itemized list) 0.00 8 Total of lines 1 through 7 9 Gross receipts from admissions, merchandise sold or services performed, or furnishing of facilities in any activity that is related to your exempt purposes (attach itemized list) 14,250.00 30,500.00 55,500.00 100,250.00 0.00 10 Total of lines 8 and 9 14,250.00 30,500.00 55,500.00 100,250.00 11 Net gain or loss on sale of capital assets (attach schedule and see instructions) 0.00 12 Unusual grants 13 Total Revenue Add lines 10 through 12 14 Fundraising expenses 15 Contributions, gifts, grants, and similar amounts paid out (attach an itemized list) 16 Disbursements to or for the benefit of members (attach an itemized list) 17 Compensation of officers, G) a)) 18 Other salaries and wa•es a. 19 Interest expense directors, and trustees 20 Occupancy (rent, utilities, etc) 21 Depreciation and depletion 22 Professional fees 23 Any expense not otherwise classified, such as program services (attach itemized list) 24 Total Expenses Add lines 14 through 23 STF FED2129F 9 Form 1023 (Rev 6-2006) 14,250.00 1,000 600 3,000 4,200 8,800.00 30,500.00 1,000 2,500 2,200 17,000.00 55,500.00 1,000 16,200 8,300 2,500 2,450 30,450.00 0.00 100,250.00 Form 1023 (Rev 6-2006) Name Key Ocayne Historical & Heritage Societ Financial Data (Continued) Part IX y, EIN 38-3749517 Page 10 B. Balance Sheet (for your most recently completed tax year) Year End: Assets (As of 03/07/07) 1 Cash . 2 Accounts receivable, net 3 Inventories 4 Bonds and notes receivable (attach an itemized list) 5 Corporate stocks (attach an itemized list) 6 Loans receivable (attach an itemized list) . 7 Other investments (attach an itemized list) . . . . .. . 8 Depreciable and depletable assets (attach an itemized list) .. 9 Land 10 Other assets (attach an itemized list) 11 Total Assets (add lines 1 through 10) . . . . . . . . Liabilities 12 Accounts payable 13 Contributions, gifts, grants, etc payable .. .. . 14 Mortgages and notes payable (attach an itemized list) 15 Other liabilities (attach an itemized list) . .. . Advances, for. registration fees 16 Total Liabilities (add lines 12 through 15) . . . Fund Balances or Net Assets 17 Total fund balances or net assets . . . . .. .. . 18 Total Liabilities and Fund Balances or Net Assets (add lines 16 and 17) 1 (Whole dollars) 775 2 3 4 5 6 7 8 9 10 11 775 12 13 14 15 200 16 200 17 18 200 19 Have there been any substantial changes in your assets or liabilities since the end of the period shown above? If "Yes," explain Part X Public Charity Status ❑ Yes ❑ No Part X is designed to classify you as an organization that is either a private foundation or a public charity. Public charity status is a more favorable tax status than private foundation status If you are a private foundation, Part X is designed to further determine whether you are a private operating foundation. (See instructions ) la Are you a private foundation? If "Yes," go to line 1b. If "No," go to line 5 and proceed as instructed ❑ Yes ® No If you are unsure, see the instructions b As a private foundation, section 508(e) requires special provisions in your organizing document in ❑ addition to those that apply to all organizations described in section 501(c)(3) Check the box to confirm that your organizing document meets this requirement, whether by express provision or by reliance on operation of state law Attach a statement that describes specifically where your organizing document meets this requirement, such as a reference to a particular article or section in your organizing document or by operation of state law See the instructions, including Appendix B, for information about the special provisions that need to be contained in your organizing document Go to line 2 2 Are you a private operating foundation? To be a private operating foundation you must engage directly in the active conduct of charitable, religious, educational, and similar activities, as opposed to indirectly carrying out these activities by providing grants to individuals or other organizations If "Yes," go to line 3 If "No," go to the signature section of Part XI ❑ Yes ❑ No 3 Have you existed for one or more years? If "Yes," attach financial information showing that you are a private ❑ Yes ❑ No operating foundation, go to the signature section of Part XI If "No," continue to line 4 4 Have you attached either (1) an affidavit or opinion of counsel, (including a written affidavit or opinion ❑ Yes ❑ No from a certified public accountant or accounting firm with expertise regarding this tax law matter), that sets forth facts concerning your operations and support to demonstrate that you are likely to satisfy the requirements to be classified as a private operating foundation, or (2) a statement describing your proposed operations as a private operating foundation'? 5 If you answered "No" to line la, indicate the type of public charity status you are requesting by checking one of the choices below You may check only one box The organization is not a private foundation because it is a 509(a)(1) and 170(b)(1)(A)(i)—a church or a convention or association of churches Complete and attach Schedule A. ❑ b 509(a)(1) and 170(b)(1)(A)(ii)—a school. Complete and attach Schedule B ❑ c 509(a)(1) and 170(b)(1)(A)(i n) —a hospital, a cooperative hospital service organization, or a medical research ❑ organization operated in conjunction with a hospital Complete and attach Schedule C d 509(a)(3) —an organization supporting either one or more organizations described in line 5a through c, f, g, or h ❑ or a publicly supported section 501(c)(4), (5), or (6) organization. Complete and attach Schedule D Form 1023 (Rev 6-2006) STF FED2129F 10 Form 1023 (Rev 6-2006) Name Key ayne Historical & Heritage Society, 3111 EIN 38-3749517 Part X Public Charity Status ( tinued) Page 11 • e 509(a)(4) —an organization organized and operated exclusively for testing for public safety f 509(a)(1) and 170(b)(1)(A)(iv)—an organization operated for the benefit of a college or university that is owned or operated by a governmental unit g 509(a)(1) and 170(b)(1)(A)(vi)—an organization that receives a substantial part of its financial support in the form of contributions from publicly supported organizations, from a governmental unit, or from the general public h 509(a)(2) —an organization that normally receives not more than one-third of its financial support from gross ❑ investment income and receives more than one-third of its financial support from contributions, membership fees, and gross receipts from activities related to its exempt functions (subject to certain exceptions). i A publicly supported organization, but unsure if it is described in 5g or 5h The organization would like the IRS to ❑ decide the correct status 6 If you checked box g, h, or 1 in question 5 above, you must request either an advance or a definitive ruling by selecting one of the boxes below Refer to the instructions to determine which type of ruling you are eligible to receive a Request for Advance Ruling: By checking this box and signing the consent, pursuant to section 6501(c)(4) of the Code you request an advance ruling and agree to extend the statute of limitations on the assessment of excise tax under section 4940 of the Code The tax will apply only if you do not establish public support status at the end of the 5 -year advance ruling period The assessment period will be extended for the 5 advance ruling years to 8 years, 4 months, and 15 days beyond the end of the first year. You have the right to refuse or limit the extension to a mutually agreed -upon period of time or issue(s). Publication 1035, Extending the Tax Assessment Period, provides a more detailed explanation of your rights and the consequences of the choices you make You may obtain Publication 1035 free of charge from the IRS web site at www irs gov or by calling toll -free 1-800-829-3676 Signing this consent will not deprive you of any appeal rights to which you would otherwise be entitled If you decide not to extend the statute of limitations, you are not eligible for an advance ruling For dr%anization Robert L. Maggs (Type or print na ,nLsiterj— Officer G dlrl �, (Type or print jltle or authority of signer) ay 2f a Officer, ee, or other (Signature authorized official) Da For IRS Use Only IRS Director, Exempt Organizations (Date) b Request for Definitive Ruling: Check this box if you have completed one tax year of at least 8 full months and ❑ you are requesting a definitive ruling To confirm your public support status, answer line 6b(i) if you checked box g in line 5 above Answer line 6b(ii) if you checked box h in line 5 above If you checked box 1 in line 5 above, answer both lines 6b() and (11) (i) (a) Enter 2% of line 8, column (e) on Part IX -A Statement of Revenues and Expenses (b) Attach a list showing the name and amount contributed by each person, company, or organization whose ❑ gifts totaled more than the 2% amount If the answer is "None," check this box (ii) (a) For each year amounts are included on lines 1, 2, and 9 of Part IX -A Statement of Revenues and Expenses, attach a list showing the name of and amount received from each disqualified person. If the answer is "None," check this box ❑ (b) For each year amounts are included on line 9 of Part IX -A Statement of Revenues and Expenses, attach a list showing the name of and amount received from each payer, other than a disqualified person, whose payments were more than the larger of (1) 1% of line 10, Part IX -A Statement of Revenues and Expenses, or (2) $5,000 If the answer is "None," check this box ❑ • 7 Did you receive any unusual grants during any of the years shown on Part IX -A. Statement of Revenues and Expenses If "Yes," attach a list including the name of the contributor, the date and amount of the grant, a brief description of the grant, and explain why it is unusual. ❑ Yes ® No Form 1023 (Rev 6-2006) STF FED2129F 11 Form 1023 (Rev 6-2006) Name Key •ayne Historical & Heritage Society, I. EN 38-3749517 Part XI User Fee Information Page 12 You must include a user fee payment with this application. It will not be processed without your paid user fee If your average annual gross receipts have exceeded or will exceed $10,000 annually over a 4 -year period, you must submit payment of $750. If your gross receipts have not exceeded or will not exceed $10,000 annually over a 4 -year period, the required user fee payment •is $300 See instructions for Part XI, for a definition of gross receipts over a 4 -year period Your check or money order must be made payable to the United States Treasury User fees are subject to change Check our website at www.irs gov and type "User Fee" in the keyword box, or call Customer Account Services at 1-877-829-5500 for current information • • 1 Have your annual gross receipts averaged or are they expected to average not more than $10,000? If "Yes," check the box on line 2 and enclose a user fee payment of $300 (Subject to change —see above) If "No," check the box on line 3 and enclose a user fee payment of $750 (Subject to change —see above) 2 Check the box if you have enclosed the reduced user fee payment of $300 (Subject to change) 3 Check the box if you have enclosed the user fee payment of $750 (Subject to change) ❑ Yes ® No I declare and pena i of perjury that I am authorized to sign this application on behalf of the above organization and that I have examined this application, includi g t companying s duuIees and attachments, and to the best of my knowledge it is true, correct, and complete Please �� " �' % Sign ' Robert L. Maggs 7�� 4 Here (Signature of Officer, Director, Tru e, other (Type or print nam off (Date) authorized official) /t -e a at�jL� � Officer (Type or print itle or authonty of signer) Reminder: Send the completed Form 1023 Checklist with your filled -in -application. STF FED2129F 12 Form 1023 (Rev 6-2006) " " " Electronic Articles of Incorporation For KEY BISCAYNE HISTORICAL AND HERITAGE SOCIETY, INC. N07000000226 FILED January 09, 2007 Sec. Of State dbrown The undersigned incorporator, for the purpose of forming a Florida not -for- profit corporation, hereby adopts the following Articles of Incorporation: Article I The name of the corporation is: KEY BISCAYNE HISTORICAL AND HERITAGE SOCIETY, INC. Article II The principal place of business address: 260 CRANDON BLVD. SUITE 14 KEY BISCAYNE, FL. 33149 The mailing address of the corporation is: 260 CRANDON BLVD. SUITE 14 KEY BISCAYNE, FL. 33149 Article III The specific purpose for which this corporation is organized is: IDENTIFY, PRESERVE AND EDUCATE REGARDING THE UNIQUE HISTORY AND HERITAGE OF KEY BISCAYNE. Article IV The manner in which directors are elected or appointed is: ANNUALLY BY MAJORITY VOTE OF MEMBERSHIP Article V The name and Florida street address of the registered agent is: SALA & GOMEZ, P.A. 260 CRANDON BLVD. SUITE 14 KEY BISCAYNE, FL. 33149 " " " I certify that I am familiar with and accept the responsibilities of registered agent. Registered Agent Signature: A. ROSEMARY SALA Article VI The name and address of the incorporator is: A. ROSEMARY SALA 260 CRANDON BLVD. SUITE 14 KEY BISCAYNE, FL 33149 Incorporator Signature: A. ROSEMARY SALA Article VII The initial officer(s) and/or director(s) of the corporation is/are: Title: P EDWARD F MEYER 798 CRANDON BLVD., #29A KEY BISCAYNE, FL. 33149 Title: VS ROBERT F BRISTOL 610 RIDGEWOOD ROAD KEY BISCAYNE, FL. 33149 Title: VT ROBERT L MAGGS 155 OCEAN LANE DR., #913 KEY BISCAYNE, FL. 33149 Article VIII The effective date for this corporation shall be: 01/09/2007 N07000000226 FILED January 09 2007 Sec. Of State d brown " " " " " ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF Key Biscayne Historical and Heritage Society, Inc. (Present Name) Pursuant to the provisions of Section 617.1006, Florida Statutes, the undersigned Florida non-profit corporation adapts the following articles of amendments to its articles of incorporation. FIRST: Amendments(s) adopted: Article III is hereby amended to read as follows: The specific purpose for which this corporation is organized is to identify, preserve and educate regarding the unique history and heritage of Key Biscayne. The organization is organized exclusively for charitable, religious, educational and scientific purposes under section 501 (c).(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or to a state or local government, for a public purpose. SECOND: The date of adoption of the amendment(s) was: March 13.2007 " THIRD: Adoption of Amendment: The amendment(s) was (were) adopted by the members and the number of votes cast for the Amendment was sufficient for approval. X The are no members or members entitled to vote on the amendment. The Amendment(s) was (were) adopted by the board of directors. obert F. Bristol, Vice President Date: 3 m PCI Q1 N D rn rr CAV C'-260?2 (C1 -a-; yv-=.�..��J��1t�%=��1:-=�,�'" 1�1"-=t.��=1�,'=•=itJ��`�c.9�` '="1t�"=sC7:==L��`=�' '-� ,=� OApzittt wtut tZ`I " 1ati I certify the attached is a true and correct copy of the Articles of Amendment, filed on March 16, 2007, to Articles of Incorporation for KEY BISCAYNE HISTORICAL AND HERITAGE SOCIETY, INC., a Florida corporation, as shown by the records of this office. The document number of this corporation is N07000000226. Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capitol, this the Nineteenth day of March, 2007 trrtt,trlr of tatc ,.*mac^ a., f,��i ,r r, �•, r1 n,� m'r•=Ak). Jf,% -- ��.../aB~./d�i..i,��:',l c�'9...•.�..�;...mP:•n��, k' .d 2,(A ',�y's, � ��' ,td4N ,$:1 BYLAWS OF Key Biscayne Historical and Heritage Society, Inc. A Florida Nonprofit Corporation ARTICLE I NAME The name of this Corporation shall be the Key Biscayne Historical and Heritage Society, Inc., herein called the "Corporation". ARTICLE II PURPOSE SECTION 1. Purpose • The purpose of this Corporation shall be the collection, preservation, storage and exhibition of artifacts, documents and information of historical significance to the Village of Key Biscayne, Florida, and its environs. It shall provide for and promote the dissemination of information pertaining to local history and present educational and interpretive programs, projects and exhibits. SECTION 2. Limitations The Corporation shall, in all of its activities, be non-partisan, non-discriminatory and non-sectarian. The Corporation shall observe all local, state and federal laws, which apply to non-profit organization as defined in Section 501 (c) (3) of the 1986 Internal Revenue Service Code, as amended. ARTICLE III OFFICES SECTION 1. Principal Office The principal office of this Corporation in the State of Florida shall be located in the Village of Key Biscayne, County of Miami -Dade, at c/o Sala & Gomez, P.A., 260 Crandon Blvd, Suite 14, Key Biscayne, Florida 33149. • " " SECTION 2. Other Offices The Corporation may have such other offices, either within or without the County of Miami -Dade, State of Florida, as the Board of Directors may from time to time determine. ARTICLE IV MEMBERS AND MEMBERSHIP SECTION 1. Memberships Any person believing in the purpose of the Key Biscayne Historical and Heritage Society shall be eligible for active membership. The classes of membership shall be "Founder", "Charter" and "Regular". Annual dues for each class shall be determined by the Board of Directors from time to time. SECTION 2. RIGHTS OF MEMBERS All members shall have the right to vote. No member shall be entitled to share in the distribution of the corporate assets upon the dissolution of the corporation. ARTICLE V RESIGNATION OF MEMBERS SECTION 1. Resignation Any member may resign in good standing. Resignation shall be in writing and delivered to the President or Secretary of the corporation. ARTICLE VI MEETINGS SECTION 1. Regular Membership Meetings The Regular Membership Meetings of the Corporation shall be held quarterly -- February, May, September, and November. " " " " SECTION 2. Board of Directors Meetings The Regular Board of Directors Meetings of the Corporation shall be held monthly. If required, meetings shall be held more or less frequently at the discretion of the Board of Directors or of the President. SECTION 3. Annual Meetings The Annual Meeting of Members of the Corporation shall be held no later than November of each year unless necessarily changed by the Board of Directors. The Place of the meetings shall be at such place in the Village of Key Biscayne as may be designated in the notice of the meeting. Considered at such meeting shall be the election of the Board of Directors and such other corporate business as may come before the meeting. At the Annual Meeting of Members, members may take any action which they are required or permitted to take under the laws of the State of Florida of the Charted or Bylaws of this Corporation on any matter which comes before the meeting, except an amendment to the Charter or Bylaws. SECTION 4. Special Meetings Special Meetings of the members of the Corporation may be held at such place in the Village of Key Biscayne as shall be designated, whenever called for by the President with the approval of a quorum of the Board of Directors, or by majority of the members of the Board of Directors, or the request in writing of the least one  third (1/3) of the members of the Corporation. A request in writing for a Special Meeting by the members of the Corporation shall set forth the subject matter to be discussed at such special meeting, and no matters other than those set forth in the said notice may be discussed at such Special Meeting. (A) At any special meeting of the membership, action can be taken only on matters which are specifically set forth in the notice of the meeting, unless waived in writing as provided in these Bylaws. SECTION 5. Notice At least ten (10) days notice in writing of meeting, whether annual, regular or special, shall be delivered by mail to each member entitled to vote. SECTION 6. Meeting Waiver Any notice required to be given, herein, may be waived in writing either before, at, or after the time of such notice. " " " SECTION 7. Action of Members Any action required by law to be taken, or which may be taken at a meeting of members, may be taken without a meeting upon the written consent, setting forth the action so taken, of a majority of all the members entitled to vote with respect to the subject matter thereof. SECTION 8. Voting At all meetings, each Member in good standing shall be entitled to one (1) vote, either in person or by proxy, and the result shall be determined by a majority of the votes cast. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. At any meeting of members, a Member entitled to vote may vote by proxy executed in writing by a Member or her duly authorized attorney in fact. No proxy shall be valid after nine (9) months from the date of its execution unless otherwise provided in the proxy. SECTION 9. Installation Meeting The November meeting shall be designated as the Installation Meeting. SECTION 10. Quorum Ten (10%) percent of the voting members of the Corporation shall constitute a quorum. ARTICLE VII EXECUTIVE COMMITTEE OFFICERS, THEIR ELECTION AND DUTIES SECTION 1. Executive Committee Officers Executive Committee Officers of this Corporation shall be: President, Vice President/Planning, Vice President/Community Relations, Vice President/Bylaws and Parliamentarian, Recording Secretary, Corresponding Secretary, Treasurer. These officers shall compose the Executive Committee, which shall have all the powers of the Board of Directors between meetings of the Board. The actions of the Executive Committee shall be submitted to the next meeting of the Board of Directors for ratification. SECTION 2. Succession No Executive Committee Officer may serve for more that three (3) consecutive one-year terms. " " " SECTION 3. Nomination Committee The Nomination Committee (consisting of 3 selected by the Executive Committee and 3 elected from the membership) will notify membership near mid -year in the Corporation Newsletter, that anyone who wishes to be placed on the November ballot in addition to those on the Nominating Committee's slate may submit his/her name to the Committee prior to October 1 of the year. Individual may select the officer position for which he/she wishes to be considered. The Committee will have ballots printed and mailed to all members whose dues are paid and current, with instructions to sign and return the ballots prior to the November meeting. At the November meeting, the Committee will announce the results. This will be followed by installation of these elected officers for a one year term. SECTION 4. Election Elections shall be held at the Regular Annual Meeting no later than November of each year. The vote will be by secret ballot. The candidate receiving the highest number of votes shall be elected. SECTION 5. Qualifications No person may be nominated to any Executive Committee Office unless he/she has been an Active Member of the society for at least one (1) year. This restriction will not apply during the organizational period of the Society SECTION 6. Duties The duties of the Executive Committee Officers are as follows: President - Shall oversee the writing of the quarterly newsletter. Shall be a member ex - officio of all committees except Nominating. With the approval of the Executive Committee, he/she shall appoint all chairs of all committees, unless such chairs are elected. She/he shall sign all contracts and obligations authorized by the Executive Committee. In the absence of the Treasurer, he/she shall disburse the monies of the society in accordance with the approved budget. V/P Community Relations - Shall be the corporation's liaison to the community. He/she shall be responsible for identifying community activities which may be of interest to the members. He/she shall perform any other such activities as requested by the President. V/P Planning  Shall coordinate and plan the year's meetings and events. He/she shall run the Board of Directors meetings in the absence of the President. Treasurer  Shall be the custodian of the funds of the Corporation. He/she shall disburse the money of the Corporation in accordance with the Budget. He/she shall request " " " approval from the Board of Directors for any expenditure over one thousand dollars ($1,000.00) not previously approved in the budget. He/she shall keep full and accurate accounts and present statements at all Board of Directors meetings and at regular meetings upon request. He/she shall deposit of the corporation in the name of the corporation, give bond in such amount as the Board of Directors may require. Obtain liability insurance for the Directors and Officers and pay the premium. He/she will prepare and file reports and returns required by all governmental agencies. He/she shall chair the Business and Finance Committee and be responsible for submitting an annual budget to the Board of Directors for approval. Corresponding Secretary  Shall conduct the normal correspondence of the Corporation. He/she shall send notices of each regular quarterly meeting to the general membership. Recording Secretary  Shall keep accurate record of the meetings of the Board of the Directors. He/she shall maintain the file for all documents, instruments, contracts, records and other paper necessary for the operation of the Corporation. Bylaws / Parliamentarian  Shall make sure that proper parliamentarian procedure is being followed for all meetings. He/she shall make sure that the Corporation, its Board of Directors and membership is following the approved Bylaws. Shall make recommendations to the Board of Directors for any changes to existing Bylaws and chair the Bylaws/Revision Committee. Shall provide any member in good standing with a copy of the Bylaws as requested. SECTION 7. Special Meetings The President may call a Special Meeting of the Executive Committee at any time. ARTICLE VIII BOARD OF DIRECTORS SECTION 1. Board of Directors The Executive Committee and the Chairpersons of the Standing Committees shall compose the Board of Directors. The authorized number of Directors of this Corporation shall be no greater than fifteen (15) consisting of the Executive Committee and Chairperson of the Standing Committees. SECTION 2. Term of Office The term of office of each Director shall be one (1) year, until the first Annual Meeting of Members following election and until the qualification of his/her successor in office. " " " SECTION 3. Vacancies In case of any vacancy in the Board of Directors, whether by death, resignation, removal or other cause, the vacancy shall be filled by the original appointing power; or, if such power should fail for a period of thirty (30) days after receiving notice of the vacancy, to fill the same, the vacancy shall be filled by vote of a majority of the remaining Directors at a Regular or Special Meeting of the Board. Any person elected or appointed to fill a vacancy of a Director shall have the same qualifications as were required of the Directors whose office was vacated. Any person appointed or elected to fill a vacancy on the Board of Directors shall hold office for the unexpired term of he/she predecessor in office, subject to the power of removal contained herein. SECTION 4. Removal Any Directors may be removed, with or without cause, by the vote of two-thirds (2/3) of the members of the Board of Directors at a special meeting called for that purpose. At any such meeting, any vacancy caused by the removal may be filled. SECTION 5. Compensation No member of the Board of Directors shall receive compensation from the Corporation. SECTION 6. Quorum A majority of the Board of Directors shall constitute a quorum of the Board. SECTION 7. Gifts and Contributions The Board of Directors may accept, on behalf of the Corporation, any contribution, gift, bequest, or devise of any property whatsoever for consideration by the Corporation. ARTICLE IX STANDING COMMITTEES SECTION 1. Standing Committees The Board of Directors shall have the following Standing Committees: Executive; Business and Finance; Grants, Fund Raising & Endowment Development; Membership; History and Heritage, Arts and Culture; and Communications, Community Outreach and Coordination. At the first meeting following the Annual Meeting, the Chairperson and members of all Standing Committees shall be appointed by the President for a term of " " one year. Committee members will be nominated by the Committee chairpersons, and approved by the Board of Directors prior to appointment by the President. SECTION 2. Executive This Committee shall be composed of the elected President, Vice -President Planning, Vice -President Community Relations, Vice-President/Bylaws and Parliamentarian. Corresponding Secretary, Recording Secretary, Treasurer. It shall have the power and duty to oversee or conduct the routine affairs of the Corporation between meetings of the Board and to represent the Corporation in the conduct of negotiations and extraordinary transactions subject to the review and approval of the full Board of Directors. SECTION 3. Business and Finance The Business and Finance Committee shall consist of the Vice -President -Planning, the Treasurer, the Chairman of the Grants, Fund Raising & Endorsement Development Committee, and three members of the Board of Directors nominated by the Chairman of the Business and Finance Committee, approved by the Executive Committee and appointed by the President. It shall review the annual budget and forward such budget to the Board of Directors along with its recommendation as to final approval; it shall provide for an audit of the accounts of the Corporation; it shall determine that the Corporation has appropriate insurance coverage; and it shall establish policies for and monitor the investment of the Corporation funds and endowments. The Treasurer will chair this committee. SECTION 4. Grants, Fund Raising & Endowment Development The raising of funds for the Corporation, other than membership dues, shall be the responsibility of the Grants, Fund Raising & Endowment Development. This Committee shall plan and manage both special and annual fund drives. The Chairman shall be appointed by the President shall also serve on the Business and Finance Committee. The committee members are indeterminate in number and membership and shall be nominated by the Chairman of the Grant, Fund Raising & Endowment Development Committee, approved by the Executive Committee and appointed by the President. SECTION 5. Membership This Committee shall consist of the Chairman appointed by the President and three to six members nominated by the Chairman, approved by the Executive Committee and appointed by the President. It shall be the responsibility of the Committee to conduct campaigns to increase membership in the Corporation, encourage members to participate on committees and in other activities of the Corporation and promote achievement of the Corporation mission. " " " SECTION 6. History and Heritage, Arts and Culture This Committee shall be responsible for providing guidelines for the collection, preservation, storage, exhibition and disposition of artifacts, documents and other collection items of historical significance to the Village of Key Biscayne. It shall provide support for the ethical and knowledgeable handling of the collections conforming to professional museum standards. The Committee shall consist of the Chairman appointed by the President, and at least five and no more than ten members of the Society nominated by the Chairman, approved by the Executive Committee and appointed by the President. SECTION 7. Communications, Community Outreach and Coordination The Communications Committee is responsible for coordination and oversight of the marketing and publicity programs of the Corporation. It shall provide guidance to the Corporation in the preparation of newsletters and exhibits and in the conduct of tours, special events and other programs offered by the Corporation. The Committee shall consist of the Chairman appointed by the President and at least two members of the Corporation nominated by the Chairman, approved by the Executive Committee and appointed by the President ARTICLE X SPECIAL COMMITTEESS SECTION 1. Special Committees Special Committees may be established, their chairs appointed, and their function and term designated by the President with the majority approval of the Board of Directors. Committees may include, but are not limited to the following: Budget - This committee shall consist of the President, Treasurer, V/P Planning, V/P Community Relation. The Treasurer shall chair this committee. Bylaws/Revisions Committee  This committee shall be chaired by the Bylaws/Parliamentarian. Nomination  This Committee shall consist six (6) members  three (3) for the Executive Committee and three (3) for membership at large. Special Events  This Committee will be in charge of organizing all events  the Vice President Planning will chair this Committee. " " " " ARTICLE XI BYLAW AMENDMENTS AND PARLIAMENTARY AUTHORITY SECTION 1. Bylaw Amendments The Bylaws may be amended by a two-thirds (2/3) vote of the Board of Directors provided such proposed amendments have been read at the previous meeting. SECTION 2. Parliamentary Authority "Robert's Rules of Order Revised" shall be the official guide of the Key Biscayne Historical and Heritage Society, Inc. in all instances where they do not conflict with the Bylaws or special rules of the Corporation ARTICLE XII PUBLICITY SECTION 1. Membership List The Key Biscayne Historical and Heritage Society membership list is for the use of the Corporation only and cannot be used for promotion of any activity unrelated to the Corporation. It shall not be used for personal gain or made available for commercial or solicitation purposes. SECTION 2. Authority to make Statements No person, except for the President or the Executive Director (if one has been appointed by the Board of Directors) shall be authorized to make any public statements, whether written or oral, purporting to represent the official policy, position, or opinion of this Corporation, without first having obtained the approval of the Board of Directors. SECTION 3. Limitation of Statements Any person who is authorized to make any public statement, whether written or oral, purporting to represent the official policy, position, recommendation or opinion of the Corporation, shall first make it clear that he or she is representing the Corporation. Thereafter, throughout the entire presentation, he or she shall confine his/her presentation only to those matters which have been properly approved by the Corporation. He or she shall not at the same time present any statement purporting to represent any other firm, group, or organization or purporting to represent his or her own personal views. 10 " " " ARTICLE XIII FISCAL POLICIES SECTION 1. Fiscal Year The fiscal year of the Corporation will be the calendar year. SECTION 2. Audit The yearly report of the Treasurer shall be audited by a qualified accountant selected by the Executive Committee. ARTICLE XIV MISCELLANEOUS SECTION 1. Corporate Seal The Corporation shall have a Corporation Seal, upon which shall be inscribed Key Biscayne Historical and Heritage Society, Inc., the year of its creation, the phrase "Corporation not -for-profit" and the words "Seal" and "Florida" SECTION 2. Notice Whenever any notice is required to be given under the provisions of the Articles of Incorporation of the Bylaws of this Corporation, a waiver thereof in writing signed by the person or person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE XV INDEMNIFICATION Any person (and the heirs, executors and administrators of such person) made or threatened to be made a party to any action, suit of proceeding by reason of the fact he is or was a Director of Officer of the Corporation shall be indemnified by the Corporation against any and all liability and the reasonable expenses, including attorney's fees and disbursements, incurred by him (or by his heirs, executors or administrators) in connection with the defense or settlement of such action, suit or proceeding, or in connection with any appearance therein, except in relation to matters as to which it shall be adjudged un such action, suit or proceeding that such Director or Officer is liable for negligence or misconduct in the performance of this duties. Such right of indemnification shall not be deemed exclusive of any other rights to which such Director or Officer (or such heirs, executors) may be entitled apart from this Article. 11 " " " CERTIFICATION I hereby certify that these bylaws were adopted by the Board of Directors of the Key Biscayne Historical and Heritage Society, Inc. at their meeting held on February 7, 2007. 12 Key Biscayne Historical & Heritage Society, Inc. 38-3749517 Attachment to Form 1023 • • • Page 2, Part IV, Narrative Description of Your Activities: Key Biscayne is the southernmost of the barrier islands along the Atlantic coast of Florida and lies between the Atlantic Ocean and Biscayne Bay. Artifacts found on the island indicate extensive use by the Tequesta Indians with indications of a large community on the island between 1,500 and 2,000 years ago. Juan Ponce de Leon charted the island on his first mission to the New World in 1513. Captain John Dubose and his family were the first U.S. citizens to become residents of the island in 1825 after the federal government built the Cape Florida lighthouse on the island. The island has a long history regarding the shipping industry, wars with Indian tribes, establishment of pineapple and coconut plantations and much much more. The island was first connected to Miami via the Rickenbacker Causeway originally built in 1947. THE KEY BISCAYNE HISTORICAL AND HERITAGE SOCIETY, INC (The Society) was formed on October 17, 2006 at a meeting attended by Key Biscayne residents Richard Cromartie, Richard Graham, Ed Meyer and Dr. Robert Maggs, individuals committed to preservation of the long history of the island. The founders agreed that time and circumstances favored a successful effort to establish a historical society on Key Biscayne. Prior efforts had been made by others but had been unsuccessful. The Society was incorporated as a Florida Corporation on January 9, 2007. The founding officers are Edward F. Meyer - President, Robert F. Bristol - Secretary, and Robert L. Maggs, M.D. - Treasurer. Rosemary Sala, Esq. served as legal council and incorporator, and Lisa Grossman, CPA, as accountant -advisor. The mailing address was established as 260 Crandon Blvd., Suite 14, Key Biscayne, and the e-mail address as KBE- 1Smeyer@aol.com. Bylaws were written and adopted/ ratified. The processing of not -for-profit status documents was initiated. An employer's identification number was obtained along with the registration for electronic transfer of tax monies. A bank checking account was opened at Colonial Bank. The Society will seek to formally identify, designate, preserve and display any and all portions of the unique history and culture of Key Biscayne, Florida. The Society will provide for educational and interpretive projects, exhibits and programs that tell of Key Biscayne's past, present and future. The organizers recognize that preserving the heritage and being able to tell the story to future generations is important. Their hope is that both residents and visitors will never forget any thing or any one who has contributed to this wonderful island, and the unique way of life on Key Biscayne. Contact has been made with owners of historical information and artifacts who have expressed interest in donating items to The Society for display and preservation. A committee will be formed to review the offered items and accept only items which have historical value and information regarding Key Biscayne. The Society plans to eventually open a museum for public display of the artifacts and for educational Page 1 of 3 Key Biscayne Historical & Heritage Society, Inc. 38-3749517 Attachment to Form 1023 • • • purposes. The Village of Key Biscayne is interested in supporting this project and may offer land where the museum may be located. An owner of an historic home located there has suggested a possible donation of the home to be moved to another location and used as the museum. This is tentative and will not take place until The Society has received its exempt status. Key Biscayne is visited by many tourists each year and The Society feels this would be an important way of educating the general public and the visitors about the history of the area. A meeting was held with the Key Biscayne Village Mayor Robert Vernon and Village Administrator Jackie Menendez. Their cooperation and support was assured. Also attending this meeting was Key Biscayne Community Foundation Executive Secretary Anne Rothe, who indicated support from the Foundation. Newspaper advertisements were arranged, stating the purpose of The Society and requesting membership from those who have an interest. Initial arrangements for audio -video recording of "memories" were made. Use of the conference room in the Village administration room was offered for Society meetings. As of March 2, 2007 there are approximately 30 members, with a bank balance in excess of $600. Future funding of activities will be from many sources, including dues, grants and contributions. An informational meeting has been scheduled for Wednesday April 11, 2007 for all interested parties. This will be followed in June/ July by a formal meeting for members to elect officers, and for the appointment of committee chairpersons. The By-laws have established an elected 7 person Executive Committee (Officers) and an 11 person Board of Directors (7 elected officers, and 4 appointed committee chairpersons). All authority to conduct the business of The Society will rest with these committees. Part V: Compensation and other Financial Arrangements With Your Officers, Directors, Trustees, Employees and Independent Contractors: Questions 4, 5 and 6: The Society does not currently have employees and has no plans to compensate any of its officers or directors. It may have employees in future years to maintain the assets, keep the organizations records, etc. These employees will most likely be on a part time basis and will not be compensated more than $50,000 per year. If, in the future, The Society grows to the point of having full time employees who are highly compensated, the board will establish procedures to ensure that all compensation is reasonable and that no conflict of interest exists. Page 2 of 3 Key Biscayne Historical & Heritage Society, Inc. 38-3749517 Attachment to Form 1023 • • • Part VIII, Question 4a: Fundraising activities: No specific fundraising plans exist at this point in time. Upon receipt of exempt status, members of the board will solicit funds from the public and through applications for grants from public charities and/or private foundations. Board members have tentative plans to hold activities such as charity golf tournaments or other similar events. These activities will be expanded as the organization grows and its needs expand. Questions 10 and 11: The Society anticipates owning historical items, artifacts, photographs and other property related to the history of Key Biscayne. It expects to obtain tapes made by long term residents discussing their life experiences in the area and their knowledge of the history of the area. These items are for display and educational purposes. They will be owned by The Society and are not for sale, rent or other commercial activity. The Society will accept donations of items for display and preservation and use in carrying out their purpose. Donations, if offered, of items such as automobiles will be accepted if the items are of value and can be easily disposed of. There is no expectation of solicitation of such items. Page 3 of 3 " " " Key Biscayne Historical & Heritage Society, Inc. 38-3749517 Form 1023 Page 9, Part IX. Line 23 - Other expenses Column a Column b Column c Totals State filing 200 200 200 600 Office supplies and postage 1,000 1,500 1,500 4,000 Computer 3,000 500 750 4,250 Total Expenses 4,200 2,200 2,450 8,850 " " " PAY TO THE ORDER OF qlr _ �" i ae�� ,�� KEY BISCAYNE HISTORICAL & HERITAGE SOCIETY INC. 260 CRANDON BLVD. STE. 14 KEY BISCAYNE, FL 33149 FOR " " 4//7-cc'1/46 6-2;f--tes /17, COLONIAL BAND, N A Key Biscayne, Florida 24 Hr Colonial Co3ectton5 -22 , ' 79X51 7 DATE 01 11'000LOL11' I:063LL32221: 804635281411' 101 63-1322/631 32003 is 7si XV- el� DOLLARS 8 0" " " ,s" . BUSINESS ADVANTAGE :gym 00094 DEPARTMENT OF REVENUE i DEPARTMENT OF REVENUE Consumer's Certificate of Exemption Issued Pursuant to Chapter 212, Florida Statutes DR -14 R. 04/05 07/20/07 85-8013872716C-8 07/02/2007 07/31/2012 501(C)(3) ORGA V. TION Certificate Number This certifies that Effective Date KEY BISCAYNE HISTORICAL AND HERITAGE SOCIETY INC 260 CRANDON BLVD STE 14 KEY BISCAYNE FL 33149-1537 Expiration Date Cate is exempt from the payment of Florida sales and use tax on real property rented, transient rental property rer #, tangible personal property purchased or rented, or services purchased. Important Information for Exempt Organizations DR -14 R. 04/05 1. You must provide all vendors and suppliers with an exemption certificate before making tax-exempt purchases. See Rule 12A-1.038, Florida Administrative Code (FAC). 2. Your Consumer's Certificate of Exemption is to be used solely by your organization for your organization's customary nonprofit activities. 3. Purchases made by an individual on behalf of the organization are taxable, even if the individual will be reimbursed by the organization. 4. This exemption applies only to purchases your organization makes. The sale or lease to others by your organization of tangible personal property, sleeping accommodations or other real property is taxable. Your organization must register, and collect and remit sales and use tax on such taxable transactions. Note: Churches are exempt from this requirement except when they are the lessor of real property (Rule 12A-1.070, FAC). 5. It is a criminal offense to fraudulently present this certificate to evade the payment of sales tax. Under no circumstances should this certificate be used for the personal benefit of any individual. Violators will be liable for payment of the sales tax plus a penalty of 200% of the tax, and may be subject to conviction of a third degree felony. Any violation will necessitate the revocation of this certificate. 6. If you have questions regarding your exemption certificate, please contact the Exemption Unit of Central Registration at 850-487-4130. The mailing address is PO BOX 6480, Tallahassee, FL 32314-6480. Yahoo! Mail - boblbaby@yahoo.com Page 1 of 1 M IMAIL Date: Wed, 1 Aug 2007 08:15:42 -0700 (PDT) From: "boblbaby" <boblbaby@yahoo.com> Subject: Florida Tax Exempt. To: Print - Close Window "Conchita H Alvarez - CMC" <calvarez@keybiscayne.fl.gov>, "Christine Biggers" <cbiggers@us.ibm.com>, "Frank Caplan" <fhcaplan@comcast.net>, "Lisa Grossman" <Irossman@kaufmanrossin.com>, "Ed Meyer" <EMeyerCompany@aol.com>, "Eileen Ortega" <emortega@mindspring.com>, "Judy Reinach" <jhopekey@aol.com>, "Steven A Simon M.D." <btopsydoc@aol.com> Certificate # 85-8013872716C-8 effective 7/2/07 and valid until 3/31 2012 declares the KBH&HS exempt for payment of FL sales and use tax (under 501C3 category). Received today in writing. Bob Maggs http://us.f326.mail.yahoo.com/ym/ShowLetter?box=Sent&Msgld=1342_333599 429_869_198... 8/1/2007 KAUFMAN, ROSSIN & CO Professional Association CERTIFIED PUBLIC ACCOUNTANTS 2699 South Bayshore Dnve Miami, Florida 33133 Miami (305) 858-5600 Telefax (305) 856-3284 CLIENT: Key Biscayne Historical & Heritage Society, Inc Retain the attached copy after noting on it the signature and mailing date of the enclosed original. The return must be signed and dated on Page 14. The signature page must also be signed by a notary public File the registration as soon as possible. Florida Department of Agriculture and Consumer Services Solicitation of Contributions Post Office Box 6700 Tallahassee, FL 32314-6700 Enclose but do not attach a check payable "Florida Department of Agriculture and Consumer Services" in the amount of $10.00. Include your EIN in the memo area of the check. We suggest the use of certified mail, return receipt requested for proof of filing f \cl\43475000\2007\trs\flonda registration filing instructions rtf GENERAL INFORMATION • REGISTRATION AND RENEWALS: All charitable organizations, sponsors, professional solicitors, and fundraising consultants must register prior to engaging in solicitation activities in Florida, and renew annually thereafter. The expiration date for charitable organizations and sponsors is one year from the initial date of compliance with registration requirements. Professional solicitors and fundraising consultants expire on March 31 of each year. [496.405(1)(b), 496.409(3), 496.410(3), F S.] REGISTRATION FEES: Charitable Organizations/Sponsors [496 405(4)(a), F S i For contributions received the preceding fiscal year: Fee a. Less than $5,000, with or without paid officers $ 10 b. $25,000 or less, no paid officers or professional solicitors/consultants 10 c. $5,000 or more, but less than $100,000 75 d $100,000 or more, but less than $200,000 125 e. $200,000 or more, but less than $500,000 200 f $500,000 or more, but less than $1,000,000 300 g. $1,000,000 or more, but less than $10,000,000 350 h. $10,000,000 or more 400 LATE FEES: A charitable organization or sponsor which fails to renew their registration by the annual due date may be assessed a late fee of $25 for each month or part of a month after the expiration date. [496.405(4)(b), F.S.] Note: A parent organization or sponsor filing on behalf of one or more chapters, branches, or affiliates shall total all • contributions received by them to determine registration fees. Solicitors/ Fundraising Consultants [496.409(3), 496.410(3), F.S.] Registration fee is $300.00 for 1 year or a part of 1 year (cannot be prorated). Professional Solicitors must also provide a $50,000.00 surety bond. Note: A professional solicitor or fundraising consultant that is a partnership or corporation may pay a single registration fee on behalf of all members, partners, officers, directors, agents and employees. • DACS-10100 (REV 09/05) Page 1 of 15 Charles H. Bronson Commissioner FLORIDA DEPARTMENT OF AGRICULTURE AND CONSUMER SERVICES REGISTRATION APPLICATION SOLICITATION OF CONTRIBUTIONS ACT s. 496, Florida Statutes Make check payable and remit application to Flonda Department of Agriculture and Consumer Services Post Office Box 6700 Tallahassee, Flonda 32314-6700 www 800helofla com 1-800-HELP-FLA (435-7352) FL Only 1-850-488-2221 Calling outside FL Fax 1-850-410-3804 Note All documents and attachments submitted with this application are subject to public review pursuant to Chapter 119, F S PLEASE TYPE OR PRINT. Additional pages may be attached if additional space is needed. Please ensure that all attachments reflect the organization's name or registration number and the number of the corresponding question. Business Information MI Legal Name: KEY BISCAYNE HISTORICAL & HERITAGE SOCIETY, INC Fictitious (DBA) Name: NONE Other Names Soliciting as: NONE COPY Street Address: 260 CRANDON BOULEVARD #14 City: KEY BISCAYNE State: I FL I Mailing Address (if different from above): 1N/A City: State: 1 J i J Telephone Number: (305) 361-8808 Email: [KBHSMEYER@AOL_COM Website: r - - - - ;NONE AT THIS TIME • Federal Employer ID Number (F.S. 119.092): 38-3749517 DACS-1'0100 ;REV IY.:165t Page 5 of 15 STF FL32565F 1 Fax Number: Zip Code: 33149 Zip Code: (305) 361-8808 Solicitation of Contributions Org Code 42100612000 A2 Object Code 001133 --, " KEY BISCAYNE HISTORICAL & HERITAGE SOCIETY, INC 5. dRegistration Statement Type: � Charitable (496 404(1)] 0 Sponsor [496 404(21)] 0 Professional Solicitor [496 404(18)] 0 Charitable/Parent [496 404(15)] 0 Sponsor/Parent [496 404(15)] 0 Professional Fundraising Consultant [496 404(17)] OBI Form of organization: [496.405(2)(f), 496.409(2)(b), 496.410(2)(b),(c), F.S.] � Corporation 0 LLC 0 Partnership 0 Sole Proprietorship Q' Other (please describe in boxes below) Date incorporated or legally established: State: 7. 09 07 1 FL List all officers, directors, trustees, and principal salaried executive personnel If a professional solicitor or fundraising consultant, include owners, partners, agents, employees, and all other persons with whom you have contracted to work under your direction [496 405(2)(g)2, 496 409(2)(c), 496 410(2)(d), (3), F S ] (attach a separate sheet if necessary) a. Name: (EDWARD F. MEYER Address: Title: LPRESIDENT 798 CRANDON BLVD. #29A City: 1KEY BISCAYNE Telephone Number: (305) 361-5958 b. Name: 'ROBERT F. BRISTOL Address: State: Zip Code: FL , LI 33149i" Is this person salaried? 0 Yes � No 1 Title: VICE SECRETARY 40610 RIDGEWOOD ROAD City: KEY BISCAYNE Telephone Number: (305) 361-3686 c. Name: State: Zip Code: AFL 33149 Is this person salaried? 0 Yes � No ROBERT L. MAGGS Address: Title: VICE TREASURER 155 OCEAN LANE DRIVE #913 City: KEY BISCAYNE Telephone Number: (305) 361-8808 d. Name: f�� I Address: r City: State: Zip Code: ( - - - 1 Telephone Number: State: FL Zip Code: 331491 - 1 1 Is this person salaried? 0 Yes � No l ( Title: J I " DACS-10 a 00 (REVD ..,;05 Page 6 cf 15 STF FL32565F 2 Is this person salaried? 0 Yes 0 No 1 KEY BTSCAYNE HISTORICAL & HERITAGE SOCIETY, INC e. Name: Title: Address: • City_ 8A. Telephone Number: State: Zip Code: L Is this person salaried? 0 Yes 0 No List all branch offices, chapters or affiliates located in the State of Honda (attach a separate sheet if necessary) a. Name: Address: NONE City: Telephone Number: b. Name: State: Zip Code: J Address: State: Zip Code: Telephone Number: c. Name: Address: City: Telephone Number: d. Name: Address: City: • Telephone Number: DACS-1C1 0 REV "A/,S) Page 7 of 15 STF FL32565F 3 State: Zip Code: State: Lip Code: 'KEY BISCAYNE HISTORICAL & HERITAGE SOCIETY, INC • 8B. Note: If the charitable organization or sponsor does not maintain an office in Florida, provide the name, street address and telephone number of the person having custody of the financial records a. Name: •OBERT L. MAGGS Address: 155 OCEAN LANE DRIVE #913 City: KEY BISCAYNE Telephone Number: (305) 361-8808 9. State: Zip Code__ FL 331490 Have any persons listed in question #7, or any of its officers, directors, trustees, or employees, persons with a controlling interest in applicant, or agents involved in solicitation, regardless of adjudication, been convicted of, found guilty of, pled guilty or nolo contendere to, or been incarcerated within the last 10 years as a result of having previously been convicted of, or found guilty of, or pled guilty or nolo contendere to, any felony, or crime involving fraud, theft, larceny, embezzlement, fraudulent conversion, misappropriation of property, or any came arising from the conduct of a solicitation for a charitable organization or sponsor within the last 10 years? [496 405(2)(d)5, 496 409(2)(e), (f), 496 410(2)(f), (9), F S j 0 Yes ® No If yes, please provide the following information for each individual (attach a separate sheet if necessary) Name: Nature of Offense: Date: Court having jurisdiction: 1: fipDisposition of offense: 10. Date: Have any persons listed in question #7, or any of its officers, directors, trustees, or employees, persons with a controlling interest in applicant, or agents involved in solicitation, been enjoined from violating any law relating to a charitable solicitations [496 405(2)(d)6, 496 409(2)(g), 496 410(2)(h), F S j ❑ Yes ® No If yes, please provide the following information for each individual (attach a separate sheet if necessary) Name: Date of injunction: /! Court issuing the injunction: 11. If a fundraising consultant or professional solicitor, answer the following [496 409(2)(d), 496 410(2)(e), F S j N/A a. Are any persons listed in question #7 related as parent, child, spouse, or sibling to each other? 0 Yes 0 No b. Are any persons listed in question #7 'elated to any member of a charitable organization or sponsor with whom you hold a contract? ❑ Yes ❑ No c Are any persons listed in question #7 related to any suppliers or vendors of a charitable organization or sponsor with whom you hold a contract? ❑ Yes ❑ No Di CS 1 ;'1CO3iRs'd 09/05) Pane 8 of 1r, STF FL32565F 4 " KEY BISCAYNE HISTORICAL & HERITAGE SOCIETY, INC 12. 'It a charitable organization, sponsor, or professional solicitor, list name of person(s) from question #7 responsible for solicitation or fundraising activities [496 405(2)(c), 496 410(2)(i),F S ] ALL PERSONS LISTED IN QUESTION 7 WILL BE INVOLVED IN SOLICITATION AND FUNDRAISING ACTIVITIES THE FOLLOWING SECTIONS APPLY ONLY TO CHARITABLE ORGANIZATIONS OR SPONSORS Name of person(s) from question #7 responsible for the custody and final distribution of contributions [496 405(2)(g)5, F S ] ROBERT L. MAGGS Month/Day fiscal year ends DECEMBER 31 15. Has organization been granted tax exempt status by the Internal Revenue Service? [496 405(2)(f), F S ] If yes, under what section of the federal code? 501(c) 0 Yes 0 No � Pending (insert number) You must attach a copy of the tax exemption determination letter from the IRS. iialw_Ale is the purpose for which the organization is organized? [496 405(2)(b), F S ] THE PURPOSE OF THE ORGANIZATION IS TO COLLECT, PRESERVE, STORE AND EXHIBIT ARTIFACTS AND DOCUMENTS OF HISTORICAL SIGNIFICANCE TO THE VILLAGE OF KEY BISCAYNE, FLORIDA. What is the purpose for which the contributions will be used? [496 405(2)(b), F S CONTRIBUTIONS WILL BE USED TO ACQUIRE, STORE AND MAINTAIN THE DOCUMENTS AND RTIFACTS, TO EVENTUALLY OPEN A MUSEUM FOR THEIR DISPLAY AND TO EDUCATE THE PUBLIC REGARDING THE HISTORY OF THE VILLAGE AND SURROUNDING AREA. List major program activities [496 405(2)(g)4, F S ] ACQUISITION, STORAGE AND MAINTENACE OF HISTORIC DOCUMENTS AND ARTIFACTS DISPLAY OF HISTORIC DOCUMENTS AND ARTIFACTS (PLANNED) EDUCATION OF THE GENERAL PUBLIC REGARDING THE VILLAGE OF KEY BISCAYNE 19. Is this charitable organization/sponsor authorized by any other state to solicit contributions? [496 405(2)(d)1, F S ] Q' Yes � No Has the chartable organization/sponsor or any of its officers, directors, trustees, or principal salaried executive personnel been enjoined in any jurisdiction from soliciting contributions or been found to have engaged in unlawful practices in the solicitation of contributions or administration of charitable assets? [496 405(2)(d)2, F S Q' Yes s No 1-las the charitable organization/sponsor had its registration or authority denied, suspended, or revoked by any governmental agency? [496 405(2)(d)3, 9 S Q' Yes � No If yes, explain the reasons for the denial, suspension or revocation DACS i(",1tO0 (REV 09105) Paac 9 of 15 STF FL32565F 5 KEY, BI-SCAYNE HISTORICAL & HERITAGE SOCIETY, INC am 'Has the charitable organization/sponsor voluntarily entered into an assurance of voluntary compliance (AVC) or agreement similar to that set forth in s 496 420, Florida Statutes? [496 405(2)(d)4, F S ] ❑ Yes ® No ILIII If yes, attach a copy of the agreement Does the charitable organization or sponsor employ a professional solicitor? [496 405(2)(e), F S ] ❑ Yes ® No If yes, attach a copy of the current contract, and provide the following information for each: (attach a separate sheet if necessary) Name: N/A Address: City: Telephone Number: Florida Registration Number: S S - Dates of Contract - Beginning Date 24. State. Zip Code: End Date Doesthe chartable organization or sponsor employ a professional fundraising consultant? [496 405(2)(e), F S • 0 Yes ® No If yes, attach a copy of the current contract, and provide the following information for each (attach a separate sheet if necessary) Name: N/A Address: L___ City: Telephone Number: Florida Registration Number: F C - Dates of Contract - Beginning Date If a sponsor, answer the following [496 426, F S ) N/A State: Zip Code: L__ EndDate ' 1. Does the organization consist of members who ate individuals of whom at least 10% or 100 members, whichever is less, are actively employed as law enforcement officers or emergency service employees by an agency of the United States, this state, a municipality, or a political subdivision of this state, and who personally sign written membership agreements with the organization and pay an annual membership of not less than $10 a member? ❑ Yes ❑ No t,r'CS-i0i tREV O'9'CC5; Par 10 of 1 STF FL32565F 6 K4Y ti15LAYNr 11151VK1l.HL k t1�tC11til7r 2;• Total number of sponsor's members 3. Total number of members actively employed as law enforcement or emergency service employees • 26. 4. Percentage of total net contributions, which are dispersed in the state on behalf of its members in furtherance of its stated purposes or programs (defined as the total amount of all contributions raised minus the total cost of expenses incurred in raising contributions solicited) Indicate the type of financial report you are filing for the immediately preceding fiscal year [496 405(2)(a), F S ® Budget (new organizations only) ❑ Department's financial report form - See page 12 ❑ 990 with Schedule A - See item #25 of Instructions for Completing the Registration Statement ❑ 990-EZ - See item #25 of Instructions for Completing the Registration Statement. Organizations filing as a parent organization on behalf of one or more branch offices: See item #26 of instructions for important financial filing requirements.[496 405(3), F S ] • • [» S-10100 (REV C9IC5) Pa.oe 11 of 15 STF FL32565F 7 ltG1 D10 Lti 11V L. [71J1V1L1 VA.0 STATEMENT OF SUPPORT/REVENUE AND EXPENSES FOR THE CALENDAR YEAR 12/31/ 07 OR YEAR ENDING 990-EZ below A PROJECTED BUD In lieu of completing the following financial statement, you may send the IRS 990 with Schedule A or you must complete lines 9-12 AMOUNTS ARE If providing a 990 without Imes 13-16 completed, or if providing a 990EZ, iii---;;OPTE s this a consolidated financial statement? ❑ Yes ❑ No THE FOLLOWING REVENUE 1. Contributions, gifts, grants, and similar amounts received a Direct public support (attach list of chartable organizations or sponsors, professional solicitors, fundraising consultants and commercial co -venturers used, if any, and the amounts received from each of them, if any [496 407(1)(c), F S )) b Indirect public support (attach list of sources and amounts) la 13 , 0 0 0 1b c Grants (attach list of sources and amounts) lc d Total (add lines la, 1b, & 1c) 1d. 13 , 000 2. Inventory sales a Gross sales 2a b Less cost of goods sold 2b c Gross profit (or loss) (hne 2a less line 2b) 2c. 0 3. Special events and fundraising activities a Gross revenue (not including contributions reported on line 1) 3a b Less direct expenses 3b c Net income (or loss) (line 3a less hne 3b) 3c. 0 4. Program service revenue 4. 5. Membership dues and assessments 5. 1 , 250 6. Sale of assets other than inventory a Gross sales 6a b Less sales expenses 6b c Net gain (or loss) (line 6a less line 6b) 6c. 0 7. Other revenue (attach list of sources and amounts) 7. 8. TOTAL REVENUE (add lines Id, 2c, 3c, 4, 5, 6c & 7) 8. 14,250 EXPENSES 9 Program services (including payments to affiliates) 9. 10. Management & general 10. 7,800 11. Fundraising 11. 1,000 12. TOTAL EXPENSES (add lines 9, 10, & 11) 12. 8 , 8 0 0 NET ASSETS 13. Excess (or deficit) for the year (line 8 less line 12) 13, 5,450 14. Net assets or fund balance at beginning of year 14. 15. Net assets or fund balance at end of year (add lines 13 & 14) 15, 5 , 4 5 0 Balance Sheet: (A) Beginning of Year (B) End of Year Cash, savings and investments 0 5, 4 5 0 Land and building Other assets (describe on separate sheet) Total assets 0 5, 4 5 0 Total liabilities (describe on separate sheet) Total assets or fund balance 0 (Line 14) 5 , 45 0 (Line 15) _ • DACS-10100 (REV 09/031 Pate 12 of 1 STF FL32565F 8 KhY t31SC..AYN.b, rnr,rcl ltivts 7VL L 11, 11V Statement of Functional Expenses (A) Total (sum of B, C, D) (B) Program Services (C) Management and General (D) Fundraising Grants & Allocations ash non -cash ) THE FOLLOWING NUMBERS ARE A PROJECTED BUDGET attach schedule) Assistance to individuals (attach schedule) Benefits to members (attach schedule) Compensation to officers, etc Other salaries, wages, etc Other benefits, pensions, etc Payroll taxes Professional fundraising fees Accounting fees 1,500 1,500 Legal fees 1,500 1,500 Supplies 1,000 1,000 Telephone 1ostage and shipping Equipment rental Occupancy 600 600 Punting Travel Conferences and meetings Interest Insurance Other (describe) FUNDRAISING 1,000 1,000 Other (describe) STATE FILING 200 200 Other (describe) COMPUTER 3, 0 0 0 3, 0 0 0 Other (describe) Total Expenses 8, 800 0 7, 800 1,000 • DACS-10100 (REV 09;n`;) Page 13of15 STF FL32565F 9 AFFIDAVIT State of FLORIDA County of: MIAMI -DADE • I (TREASURER (NAME) fri , being first duly sworn, say that I am the F4 CHIEf FIGCAL Of flCCR, SOLICITOR OR CONSULTANT) d further state that: of i)Ei /sC7ifi/4/E /-7/-s-'744/714) //I4J 1 /-C,fF7� (NAME of ORGANIZATION OR COMPANY) 1 completed the Registration Statement; (NAME OF PERSON COMPLETING REGISTRATION IF DIFFERENT FROM ABOVE) 2. The Registration Statement is made for the purpose of complying with the provisions of Chapter 496, Florida Statutes, Solicitation of Contributions Act; 3. I have read the Registration Statement and know the contents thereof. (SIGNATURE) ' 0 The foregoing instrument was acknowledged before me the 3O y of / 1/r/ / •by /20h -e/' %�) GZ G��/` /Y) A, who is personally known to me or who has produced as identification and who (did) (did not) take an oath. SEAUSTAMP PLe,,•• AMY CONCEPCION fi° `4s Notary Public • State of Florida , , My Commission Expires Jun 26, 2008 +r �► Commission 0 DD 638439 °••f O1` " ••` Banded Through National N I. otary Assn. • MY COMMISSION EXPIRES: —)01-)e of C / c�OOY DACS-10100 (REV 09105) Page 14 of 15 STF FL32565F 10 (NOTARY/UBLIC SIGNATURE) / /My W/1CeCI vr'1 (NOTA6iY PUBLIC NAME, PLEASE PRINT) uin Lnvers• uurne f,searcn Kesuits) - Division or consumer services, vutit,s rage 1 or Business Name Gift Givers' Guide A Guide to Charitable Giving in Florida Search Results KEY BISCAYNE HISTORICAL & HERITAGE SOCIETY, INC. (Charitable Organization) City/State KEY BISCAYNE, FL Registration Number CH22918 Registration Expiration Date 05/07/2008 03/14/2007 10:40 FAX 1 Ej001/002 • • • SALA & GOMEZ, P.A. 260 CRANDON BLVD., SUITE 14 KEY BISCAYNE, FL 33149 TELEPHONE NO.: (305) 361-0105 FACSIMILE NO.: (305) 361-0159 EMAIL: salagomez@hotmail.com DATE: March 14, 2007 NO. PAGES: 02 (including cover page) FROM: ROSEMERY SALA, ESQ. ATTN: Janet Fifer FAX: (305)361-8808 RE: Key Biscayne Historical and Heritage Society MESSAGE: Attached please find the Amendment to Articles of Incorporation for your review and approval, if is ok please let us know so we can file it with the State of Florida. Thank you. NOTE: This facsimile contains privileged and confidential information intended only for the use of the individual or entity named above. If the reader of this facsimile is not the intended recipient or the employee or agent responsible for delivering it to the intended recipient, you are hereby notified that any dissemination or copying of the facsimile is strictly prohibited. If you have received this facsimile in error, please immediately notify us by telephone and return the original facsimile to us at the above address via the U.S. postal service. Thank you. , 03/14/2007 10:41 FAX • Z002/002 • • • ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF Key Biscayne Historical and Heritage Society, Inc. (Present Name) Pursuant to the provisions of Section 617 1006, Florida Statutes, the undersigned Florida non-profit corporation adapts the following articles of amendments to its articles of incorporation FIRST: Amendments(s) adopted: Article III is hereby amended to read as follows: The specific purpose for which this corporation is organized is to identify, preserve and educate regarding the unique history and heritage of Key Biscayne. The organization is organized exclusively for charitable, religious, educational and scientific purposes under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code. Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or to a state or local government, for a public purpose. SECOND: The date of adoption of the amendment(s) was: March 13, 2007 THIRD: Adoption of Amendment: _ The amendment(s) was (were) adopted by the members and the number of votes cast for the Amendment was sufficient for approval. X The are no members or members entitled to vote on the amendment. The Amendment(s) was (were) adopted by the board of directors. Signature Name: Robert F. Bristol Title: Vice President Date: " " " Yahoo! Mail - boblbaby@yahoo.com Page 1 of 2 " . Y1gHOO1 MAIL Subject: RE: Key Biscayne Historical Society Date: Mon, 12 Mar 2007 16:40:27 -0400 From: "Janet Fifer" <JFifer@KaufmanRossin.com> To: "boblbaby" <boblbaby@yahoo.com> CC: "Lisa K. Grossman" <LGrossman@KaufmanRossin.com> Bob: I am in the process of finalizing the narrative attachments to the form. I will have Lisa look at them and send you a draft for your review. Have the amended articles been filed? Has the correction been made to the by-laws? We cannot file the return until we have the amended articles of incorporation. Any tax advice given in this email is an informal opinion based on the information contained in this email. As such, the advice is not intended or written to be used for the purpose of avoiding tax penalties and it cannot be used for that purpose. We are available to prepare a more formal, written tax opinion at your request. Janet Fifer Tax Manager Kaufman, Rossin & Co. 2699 S. Bayshore Drive Suite 500 Miami, FL 33133 jfifer@kaufmanrossin.com www.kaufmanrossin.com p: 305.858.5600 f: 786.470.2286 SEE BEYOND THE NUMBERS This communication was sent from Kaufman Rossin & Co. and contains information that may be confidential or privileged. The information is solely intended for the use of the addressee. If you are not the intended recipient, be advised that any disclosure, copy, distribution, or use of the contents of this communication is prohibited. If you have received this communication in error, please immediately notify the sender by telephone or by electronic mail. This message and related attachments are intended to be an informal means of communication and should not be relied upon, other than for discussion purposes, unless accompanied by a report or letter executed by authorized representatives of the firm. Original Message From: boblbaby [mailto:boblbaby@yahoo.com) Sent: Sunday, March 11, 2007 3:12 AM To: Janet Fifer Cc: Lisa K. Grossman; Robert Bob Bristol; Ed Meyer; Rosemary Sala http://us.f326.mail.yahoo.com/ym/ShowLetter?box=Inbox&MsgId=5729 21235177_167492_... 3/12/2007 Yahoo! Mail - boblbaby@yahoo.com Page 2 of 2 • 4 Subject: Key Biscayne Historical Society Good morning Janet. We do appreciate your help to complete the preliminary organizational work as re. the Historical Society, but timing is extremely important. There are several sources of income to the Society, both monetary and as significant gifts, that might be committed to us. The question arises as to whether or not the application for not -for-profit status has been filed. Even is the final status has not been granted, the filing has become an important point. We wish to complete the application this week. What can we do to make your task easier in order to accomplish this task before Friday, March 16? Dr. Bob Maggs (305-361-8808) This email has been scanned by the MessageLabs Email Security System. For more information please visit http://www.messagelabs.com/email This email has been scanned by the MessageLabs Email Security System. For more information please visit http://www.messagelabs.com/email http://us.f326.mail.yahoo.com/ym/ShowLetter?box=Inbox&MsgId=5729 21235177_167492_... 3/12/2007 Yahoo! Mail - boblbaby@yahoo.com Page 1 of 1 'YAHOO? MAIL Date: Sat, 10 Mar 2007 23:12:02 -0800 (PST) From: "boblbaby" <boblbaby@yahoo.com> Subject: Key Biscayne Historical Society To: "Janet KaufmanRossin) Fifer CPA" <Jfifer@kaufmanrossin.com> CC: Print - Close Window "Lisa Grossman" <Igrossman@kaufmanrossin.com>, "Robert Bob Bristol" <RBRISTOL@MSN.com>, "Ed Meyer" <EMeyerCompany@aol.com>, "Rosemary Sala" <salagomez@hotmail.com> Good morning Janet. We do appreciate your help to complete the preliminary organizational work as re. the Historical Society, but timing is extremely important. There are several sources of income to the Society, both monetary and as significant gifts, that might be committed to us. The question arises as to whether or not the application for not -for-profit status has been filed. Even is the final status has not been granted, the filing has become an important point. We wish to complete the application this week. What can we do to make your task easier in order to accomplish this task before Friday, March 16? Dr. Bob Maggs (305-361-8808) http://us.f326.mail.yahoo.com/ym/ShowLetter?box=Sent&MsgId=7122_21047960 27484_75... 3/11/2007 MAR -02-2007 13:41 From:ESTATE & TRUST To:93053618808 •� ti • KAU FMAN ROSSINfel PROFESSIONAL • ASSOCIATION CERTIFIES ►enn ACC/INT/1Mi{ • 2699 suut1i bayshurc drive mi.uni, florida 33133 .O5-B5E.5600 305 856 3284 f� vow* kautmanrossln com FAX TRANSMISSION: 305.361.8808 Date: To: Of: cc: February 27, 2007 Robert L. Maggs Key Biscayne Historical and Heritage Society From: J in t Fifu Number of pages: Fax Number: Phone Number: Phone Number: 305.858.5600 Priority: High Normal RE: Amendments to Articles of Incorporation Message: As we discussed, the urganizauun will nut be granted tax exempt status unless its articles of incorporation contain specific provisions regarding limitation of its activities and distribution of assets upon dissolution. I am sending two samples for your use. The first is from the instructions to Form 1023 and contains sample language. These paragraphs could be added to Article III of your existing document. The second sample is from another exe:npt organization's articles of incorporation. It is more extensive than the first but hover a wider range than the first exaunple• It could also be added to Article hi of your existing document. Adcliuuual note: Article II, Section 2 of your Bylaws limits your activities to those allowed by an orgaiiizauon defined in IRS Code Section 501(c)(6), This should be changed to 501(c)(3) To speed the process along, please send an c -mail or a word document that sketches out the history of the urgicuizatiun, what it will do and who will carry out the acuvlues. This will help with the expL• orlon that is put of the application. Ca11 if questions. IN THE EVENT OF PROSLEMS DURING TRANSNISSTON, PLEASE CONTACT SENDER AT 305.858.5600. This facsimile contains privileged and/or confidential information intended only for the receipt by a • se of the addressee(s) named above. If you are not the Intended recipient of this facsimile, or e employee or agent responsible for delivering it to the Intended recipient, you are hereby notified that any dissemination or copying of this facsimile is strictly prohibited. If you have received this facsimile in error, please immediately notify us by telephone and return the original facsimile to us at the above -referenced address via U.S. mall. Thank you. • MIAMI • FT. LAUDERDALE - ROC A RATON " " " MAR -02-2007 13:42 From:ESTATE & r1 r L 4 and submit a copy of your organizing document. Line 1. A "corporation" is an entity organized under a Federal or state statute, or a statute of a federally recognized Indian tribal or Alaskan native government A corporation's organizing document is its "articles of incorporation." Certification of filing. if formed under state statute, your articles of incorporation must show certification of filing This means your articles show evidence that on a specific date they were filed with and approved by an appropriate state authority The document must be an exact copy of what is on file with your stele If you do not have a copy of your ankles of Incorporation showing evidence of having been filed and approved by an appropriate state official, you may submit a substitute copy of your articles of incorporation This substitute copy may be handwritten, typed, printed, or otherwise reproduced. It must be accompanied by a declaration, signed by an officer authorized to sign for you, that it is a complete and correct copy of the articles of incorporation and that it contains all the powers. principles. purposes, functions, and other provisions by which you currently govern yourself. Line 2. A "limited liability company (LLC)" that files its own exemption application is treated as a corporation rather than a partnership. Instead of articles of incorporation, an LLC's organizing document is its state -approved "articles of organization " If it has adopted an "operating agreement," then this document is also part of its organizing document An LLC may only have 501(c)(3) member(s) to qualify for an exemption. An LLC should not file an exemption application if It wants to be treated as a disregarded entity by its tax-exempt member Line 3. An "unincorporated association" formed under state law must have at least two members who have signed a written document for a specifically defined purpose. The articles of organization of an unincorporated association must include the name of your organization, your purpose, the date the document was adopted, and the signatures of at least two individuals. If your copy does not contain the proper signatures and dale of adoption, you may submit a written declaration that states your copy is a complete and accurate copy of the signed and dated original Your declaration should clearly Indicate the original date of adoption Bylaws may be considered an organizing document only if they are property structured (includes name, purpose;, Signatures, end intent to form an organization) Instructions for Form 1023 STFreinize r TRUST 'L , Line 4a. A trust may be formed by a trust agreement or declaration of trust A trust may also be formed through a will If your trust agreement copy does not contain the proper signatures, you may submit a written declaration that states your copy is a complete and accurate copy of the signed and dated original. Your declaration should clearly indicate the original date that it was signed Trust created by a will. For trusts created by a will, include a copy of the death certificate or a statement indicating the date of death, and a copy of the relevant portions of the will Trust agreement and non -charitable interests. If your trust agreement provided for distributions for non -charitable Interests, indicate the date on which these interests expired if your trust agreement continues to provide for these interests. you will not qualify for tax-exempt status Line 4b. Generally, a trust must be funded with property. such as money, real estate, or personal property to be legally created. Line 5. "Bylaws" are generally the internal rules and regulations of an organization If you have bylaws, you should submit a current copy Bylaws do not need to be signed unless they are the organizing document as described in line 3 above. Part III. Required Provisions in Your Organizing Document Line 1, Purpose clause. Your organizing document must limit your purposes to those described in section 501(c)(3). Those purposes are charitable, religious, educational, scientific, literary, testing for public safety, fostering national or international amateur sports competition, and preventing cruelty to children or animals, The generally accepted legal definition of "charitable" includes relief of the poor, the distressed, or the underprivileged; advancement of religion: advancement of education or science, erecting or maintaining public buildings, monuments, or works: lessening the burdens of government, lessening neighborhood tensions, eliminating prejudice and discrimination; defending human and civil rights secured by law; and combating community detenoration and juvenile delinquency Therefore, the phrase "relief of the poor in your organizing document properly limits your purposes If your purposes are limited in some way by referring to section 501(c)(3), your organizing document also properly limits your purposes For example, the phrase relief of the elderly within the meaning of section 501(c)(3)" in your organizing document also properly limits your purposes -7- To:9305361880B Page:2/3 1 r cC.0 j lU r, ' However, if the purposes listed in your organizing document we broader than those listed in section 501(c)(3), you should amend your organizing document before applying A reference to section 501(c)(3) will not ensure that your purposes are limited to those described in section 501(c)(3) All of the language in your organizing document must be considered. The following is an example of an acceptable purpose clauses The organization is organized exclusively for charitable, religious, educational, and scientific purposes under section 501(r.)(3) of the Internal Revenue Code. or corresponding section of any future federal tax code. -sue IPG6 leaden 557 for further information and examples of how to limit your purposes Any amendment to your articles of organization you submit should show evidence that it was signed, dated, and certified as described in Radii Lino 2a. Dissolution clause. Your organizing document must permanently dedicate your assets for a section 501(c)(3) purpose. This means that if you dissolve your organization In the future, your assets must be distributed for an exempt purpose described in section 501(c)(3), or to the federal government, or to a state or local government for a public purpose. If your organizing document states that your assets would be distributed to members or private individuals or for any purpose other than those provided in section 501(c)(3), you must amend your organizing document to remove such statements. If multiple amendments are required, they may be done at the same time For example, if you ere a corporation and are required to amend both your purpose and dissolution clauses. you may file a single amending document with your The following is an example of an acceptable dissolution clause - Upon the dissolution of this organization, assets shall ho distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the internal Revenue Code, or corresponding section of arty future federal tax code, or shall be distributed to the federal government, or to a state or local govommcnt, for a public purpose amvng a specific organization to receive your assets upon dissolution will only be acceptable of your articles state that the specific organization must be exempt under section 501(c)(3) at the time your dissolution takes place and your articles provide for an acceptable alternative if the specific organization is MAR -02-2007 13:42 From:ESTATE & TRUST To:93053618808 Page:3/3 4 „ 1 • • • Soory\,ple o rv. c. ; keY- v- a.v\ L. 041011 ARTICLE r CHARITABLE ORGANIZATIONS 1'R9VISIO) S Notwithstanding any powers granted to the Corporation by its Articles, By Laws or by the laws of the State of Florida, thc following limitations of power shall apply; a. The Corporation is organized exclusively for charitable, religious, educational and scientific pwposes, including for such proposes the making of distributions to organizations that qualify as exempt organizations under Section 501(0(3) of the Internal Revenue Code of 1986, as amended ("Code"). b. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for the services rendered and to make payments and distributions in furtherance of purposes set forth in the purpose clause 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 (or in opposition to) any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (i) by an organization exempt from federal income tax under Code Section 501(cx3); or (ii) by an organization contributions to which are deductible under Code Section 170(c)(2). c. Upon dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of Code Section 501(cx3), or shall be distributed to thc federal government, or a state or local government, for public purpose. Any such assets not so disposed of shall be disposed of by the court having jurisdiction over the Corporation, exclusively for such purposes or to such organization or organizations, as said court shall deternyne, which are organized and operated exclusively for such purposes. " 11 March', 2007 KEY BISCAYNE HISTORICAL AND HERITAGE SOCIETY, INC. The Society was formed on October 17, 2006 at a meeting attended by Key Biscayne residents Richard Cromartie, Richard Graham, Ed Meyer and Dr. Robert Maggs. There was an agreement that time and circumstances favored a successful effort to establish a Historical Society on Key Biscayne. Prior unsuccessful efforts were acknowledged. " " THE KEY BISCAYNE HISTORICAL AND HERITAGE SOCIETY was incorporated as a Florida Corporation on January 9, 2007. The FOUNDING OFFICERS are Edward F. Meyer - President, Robert F. Bristol - Secretary, and Robert L. Maggs, M.D. - Treasurer. Rosemary Sala, ESQ served as Legal Council and Incorporator, and Lisa Grossman, CPA, as Accountant -Advisor. The mailing address was established as 260 Crandon Blvd., Suite 14, Key Biscayne, and the e-mail address as KBHSmeyer@aol.com THE KEY BISCAYNE HISTORICAL AND HERITAGE SOCIETY will seek to formally identify, designate, preserve and display any and all portions of the unique history and culture of Key Biscayne. The Society will provide for educational and interpretive projects, exhibits and programs that tell of our past, our present and our future. It was recognized that preserving our heritage and being able to tell the story to future generations was important. We must never forget any thing or any one who has contributed to this wonderful Island, and the unique way of life that we share on Key Biscayne. Bylaws were written and adopted/ ratified. The processing of not -for-profit status documents was initiated. TIN/ employer's identification number was obtained along with the registration for electronic transfer of tax monies. A bank checking account was opened at Colonial Bank. Page 2. A meeting was held with the Key Biscayne Village Mayor Robert Vernon and Village Administrator Jackie Menendez. Their cooperation was assured. Attending this meeting was Key Biscayne Foundation Executive Secretary Anne Rothe, who indicated support from the Foundation. Newspaper advertisements were arranged, stating the purpose of the Society and requesting membership from those who have an interest. Initial arrangements for Audio -video recording of "memories" were made. Use of the conference room in the Village administration room was offered for Society meetings. As of March ,'there are approximately Vimembers, with a bank balance in excess of GO $600. Future funding of activities will be from many sources, including dues, grants and contributions. An "Informational" meeting has been scheduled for mid -April 2007 for all interested parties. This will be followed in June/ July by a formal meeting for members to elect officers, and for the appointment of committee chairpersons. The By-laws have established an elected 7 person Executive Committee (Officers) and an 11 person Board of Directors (7 elected officers, and 4 appointed committee chairpersons). All authority to conduct the business of the Society will rest with these committees. • " UNITED STATES POSTAL SERVICE New York, NY 10008-3623 IuuIIlesII.JIuIIIIIIII,I KEY BISCAYNE HISTORICAL & HERITAGE SOCIETY, INC. 260 CRANDON BL. C/O GOMEZ #14 KEY BISCAYNE, FL 33149-0000 Dear Postal Customer: 09/12/2007 Authorization No. 0904571-VER Your application for Nonprofit Standard Mail rate mailing privileges has been approved. Effective 08/30/2007, your organization is authorized to mail at the Nonprofit Standard Mail rates at MIAMI, FL 33152. Everything you present for mailing under this authorization must be prepared in accordance with the postal regulations that govern this class of mail. Therefore, please note the following requirements, as specified in 703.1.6 of the Domestic Mail Manual: " All matter mailed at the Nonprofit Standard Mail rates must identify the authorized nonprofit organization. The name and return address of the authorized nonprofit organization must be either on the outside of the mailpiece or in a prominent location on the material being mailed. Pseudonyms or bogus names of persons or organizations may not be used. If the mailpiece bears any name and return address, it must be that of the authorized nonprofit organization. This authorization does not extend to mailings made at Post Offices other than the one named above -also, please note that under 703.1.5 of the Domes- tic Mail Manual, your organization is authorized to mail only its own matter at these rates. You may not delegate or lend the use of your Nonprofit Standard Mail authorization to an other person or organization. Doing so could result in the revocation of your authorization. Prior to your first mailing, please contact the above -named Post Office to ensure all applicable fees are paid. Additionally, you must mail under this authorization at least once every two years. Unless you do so, your Nonprofit Standard Mail rate authorization may be revoked in accordance with 703.1.11.4. If you have not already done so, please contact the Post Office named above to discuss entry of your mail under this authorization. PLEASE CITE YOUR AUTHORIZATION NUMBER AS GIVEN ABOVE IN ALL FUTURE CORRES- PONDENCE WITH US, INCLUDING REQUESTS FOR ADDITIONAL MAILING POINTS, AND ON ALL POSTAGE STATEMENTS FOR MAILINGS ENTERED AT NONPROFIT RATES. Thank you for your business. Sincerely, Edmund J. Wronski 410anager ricing and Classification Service Center UNITED STATES POSTAL SERVICE New York, NY 10008-3623 09/12/2007 • 11111111111111111111111111 11111111111113111111111111111111111 KEY BISCAYNE HISTORICAL & HERITAGE SOCIETY, INC. 260 CRANDON BL. C/O GOMEZ #14 KEY BISCAYNE, FL 33149-0000 Dear Postal Customer: Authorization No. 0904571-VER Your application for Nonprofit Standard Mail rate mailing privileges has been approved. Effective 08/30/2007, your organization is authorized to mail at the Nonprofit Standard Mail rates at MIAMI, FL 33152. Everything you present for mailing under this authorization must be prepared in accordance with the postal regulations that govern this class of mail. Therefore, please note the following requirements, as specified in 703.1.6 of the Domestic Mail Manual: • All matter mailed at the Nonprofit Standard Mail rates must identify the authorized nonprofit organization. The name and return address of the authorized nonprofit organization must be either on the outside of the mailpiece or in a prominent location on the material being mailed. Pseudonyms or bogus names of persons or organizations may not be used. If the mailpiece bears any name and return address, it must be that of the authorized nonprofit organization. This authorization does not extend to mailings made at Post Offices other than the one named above-Klso, please note that under 703.1.5 of the Domes- tic Mail Manual, your organization is authorized to mail only its own matter at these rates. You may not delegate or lend the use of your Nonprofit Standard Mail authorization to any other person or organization. Doing so could result in the revocation of your authorization. Prior to your first mailing, please contact the above -named Post Office to ensure all applicable fees are paid. Additionally, you must mail under this authorization at least once every two years. Unless you do so, your Nonprofit Standard Mail rate authorization may be revoked in accordance with 703.1.11.4. If you have not already done so, please contact the Post Office named above to discuss entry of your mail under this authorization. PLEASE CITE YOUR AUTHORIZATION NUMBER AS GIVEN ABOVE IN ALL FUTURE CORRES- PONDENCE WITH US, INCLUDING REQUESTS FOR ADDITIONAL MAILING POINTS, AND ON ALL POSTAGE STATEMENTS FOR MAILINGS ENTERED AT NONPROFIT RATES. Thank you for your business. Sincerely, , -cfL__.9 A "'Edmund J. Wronski Mana?er Pricing and Classification Service Center (,05) 4-4-c - b3 k)� 70/ALL& Form 3624, ()x),01 Wit Standard Mall Rates 1Q012.X1k (s; J'f (4 Gf ,� tg evidence of eligibility for Nonprofit Standard Mail rates. i 4-• *I income Ix _ 5 0 M r int auditor subetaglatinp orgaNzatIon's nonprofit status (statement must include balance M t 1 t ti� ixe A4.1 • 1411 • 4-7,,77- 54;6-7 7-')/ 2. Organization (One complete copy o s& one) Ofi Articles of Incorporation ❑ Comitituffion O Ottw ter ❑ Charter ❑ Articles of Association 3. Operation (Bowel samples of each; check 00pas of Information mckded with application) O Bull a Brochures Membership applications 0 Minutes of meetings other (Explain): NI ❑ Financial Msternents Newsletlem Listing of activities for pest 6 to 12 months The name on all the docianerltNon preeentid lie salchow must match the name on the application. If they do not match, please explain. I certify that the applicant has completed ell the Items on the application and that each item Is fegibie, Signehue of Postmaster (Ordesignalad dynamical's) Data Telephone (include ante code) Post Office (CAy, state, ZIP Code) Data Applice5on Returned to Orparozatlon for Co►tectlon Date Application and Documentation Sent to Nonprofit Service Canter PS Form 3624.Oc toba►1996 (Pape 3 of3) " Name of Orgee�%Ization Postal Service Checklist for Form 3624, Application to Maid at Nonprofit Standard Malt Rates /3-er /'E 45-7- y /C' <5;c76-7-1/ Z The organization above provided the fnilowing evidence of eligibility for Nonprofit Standard Mail rates. 1. Nonprofit Statue (CAeckone) IRS letter of exemption from payment of federal income tax 0 Phonate! statement prepared by an rodeos ndsnt auditor substantiating oigwdzaUon's nonprofit status (statement must include Wince sheets, notes, eta.) 2. Organization (One vampish. copy; chair one) Articles ai Incorporation %_ O ): Q'Oiendiedion Q' Mader Q' Articles of Association 3. Operate) (Several samples d each, check types o hAarnwtlan included with application) , Q' BuUe ns '1 0 Brochures Member lllp atnpecaleons iJ Minter el maeilnps 0 06 Other/Explain): i / q4110 111 Q' Financial statements Nawsledera Listing 0f activities for past 6 to 12 months The hams on all the documentation p wanted as evidence must match the name on the atpp9aatlon. If they do not match, please explain. 1 certify that the appkant has completed all the items on the application and that each item Is legible, Signature of Postmaster a ad representative) Data Telephone (include area Code) e) Post Office (City, state, ZIP Cads) " Data Appficabon Returned to Organization for Correction Date Apptfcaaon and oocumentaion Sent io Nonprofit Service Center PS Form 3824, October 1996 (Page 9 of 3) i • United States Postal Service Application to mail at Nonprofit Surd Stall Hates Section A --Apps n "lease and section 8 on papa batons completion.) rf An informellanenteredWowmustbelollssotta,ourrecordsadq show Meeermettrakxmefom shout yewotQetsafert. NI The compfals name d theeegerrtaton roast be now In Nam 1. The naeu shown need agree rtAh iM note bat appears en of documents submitted b support Shia appYnnon. • A compete Wane= upramvanQ a physical WNW tot the orgennallon smart be shoat In neat 11 301. tacdh►e men ttrfouyh a port elk* box, show ymr stoat address fret artd then tits boor number.. n The applicant named in item 5 worst be the ktdrotdual submitting the Peden and mate awes am noisier) kir She Organization. as No additional organisation caspott a may be added kr item 8. To be enable for the Nowak Mended Moll Maki* organization mast gunny se one anetypos bad. nr /ha makers must Ng. the application in item 12. d The data ahetrn h nem 14 must be the dale that the application is sob itledbtheportoffcs. No application f.e le enquired. Ali Information must be oomptete and typewritten or panted leg r. I. IfOol ,se' 's r i / *,E 77 e e -TA/c a. PIN Address etOrgenisalion(incrudespaartentwed* numb) 3. My. Spats, 2lPs4 crud. 4e x ? /sc1./•r1 ' ;-.3/4.49 4. Telephone Pock& area code) acs' 3 88" S. Thie of ) 0 On) t ❑ M ederap Q sw •al ❑ t "wens. 0 ( oonwnittee (02) Educallonal 0 io+► Phibnixople 0 t° Labor ❑ t Mari 0 00)Voilltiolligtaliortaftlet O Ya b 3. fhb organ/ eon a.od pt WornWornfederal income tae[? (If t_,3 Yes,'aaokacopy ofSoearompfmissued byMetntarnst Yos Roosts Sin O laot*sow lea swim of fuse IRS {^-1 No coda mkt oath the orlaniadonis*Nowt) Li No ifr-ZdAppliceot t 1 7,br Z . /1,4GIS' / D-�' 7 s/ 7. N this a larprdit o rga or dose any d im net Mesas inure b the benefit of onylottnno siodemtkW or ktrgviduel7 9. Has this previously mailed d the t�fonpmf! t —t Btandetd� afito.shtihs Wan Ohm a Li Yee mango eimad noon* etrpstrfadat/tee man) No lean &pentanes% tar exempt nabs perm nib the IRS? U 's` mach nosey of the apelicalonb5*Pam Has the nib denied or revoked ere organtzoKs rederd box erteraptsl OW (N Yea,' attach a steppe( Me IRS Nang bWIN Point 3624,) ❑ Yoe tin No DYes No it Hem yotrarymiaeeon had NenproAt Staerderd Mai rata 0 mingOnly* denied orrarobed? l!Yet.'l inopost Yoe once (di, we slob) shoot f4 aulhoarnion rw invoked, Ms application +.esdaNador No 11. Post office (not astosioner end bun ondIngs WO be ands (ap, ZIP Coda) I or* NW 9w.QRlbrmonto ntaduby mean bra ard000tpsfda understand bar aroma oho knishes few or etakadbgit.bmasfon on Orin Iona orwhoon* aitltrt_AebnerNnsnapi seedoni'*loan maybe WNW analnol oonotano NcludlogMoNalIgprfeortt ins) and&chdtwoolens asulNolotarnglosoaf fpamatttto). I ltaatiw xiher *mango refund fNfaNilrranaatreaawtirewar SlaMtedMrir(A) and Nonprofit StondntMMelm nay bean* foraryanew infanta of rotator SandardWrr(Nabs ofOtto potato rderrafadabove WA, 1* 4$plfosionIsp p►otldOaf llaacondition* set loan infmisotaWe) Mama ant.40anrl oars** P$ Form 3624, c)ctaCer Iles rapet of3) United States Postai Service Application to Mail at Nonprofit Standard Mail Rates Sec on (Please read swant8 on p, s2 batons cornp on.) of Al Information entered bellow mart he Nebo troika at acaabr ar l show MI. correctadormation about yaw ormedmiton. s The Toone complete et shown d the srsan►zelon MIMI be shoesto hem 1. documents su rmisd a support Shea now Ilvd moon s t A corrykas address representing s plyalad location for Me orgenitaflon must be sham talent II you racMMe reel thralgh s d your Wawa box. show yo serest awa fret aend then MO boa • TM Micant Mined In Naar a must be the individual =NOM g the application for lie organkellon and must an clew of Ihe orgarizatIon. Mikes and arc 1 to tp may not tor the organization. e. No addldonat aormIsallon oa.pett+er may be added In Rom 6. To bs allstble for the Nowak Stendsrd Mall Mae, ohs organkalon must quaDlr se onsOd a Woo glad_ ■ The applicant most alp ere lsppira llon in item 12. ad The date shown kr Nem 14 must be the date drat the application is sob i*1i4bRoepaatokles. No application fee la required. Information renal be complete and typeanitten or pfd study. 1. Convict, eMf f!1 CI3pId eh N011pltlJj Oa Mick i�Ck101Y 2 Address of orgadxnllon an** apartmerMorNile number) .S/tx`Afri ��i16- -- Zed, C'A9i.�.N1 N _?L firs STS' ,' 3, try, thole, ZiP,4 coda eery ?Jse ."3/�(,1ed' /(49 4. T ❑ Aaitarni at 0 gin Vaterana ❑ " aMrrxraaee ❑ filet tabor ❑ t ❑ (1U VoO�a regi on of9CW .ttphon. rte. amt Cods) d AppMCeent fMt apptpeisp ) 3 r- e� ss/ 67‘94049 6. Type of Otger>itiatton (Cheat bray as) ❑ (01) RettgkIt'raf 0 adenoma 06 Po) mamma 0 4041 Plearwuoplo 7. taints.Neon* orparr madormwayofthenal Arcane terse to lho binefti of my photo stockholder or Ai(rndrad? ❑j Yee Nee a. Has Ode prariouely armed Md the Nomme t Stwdattlr a� (N19%`l<etras Woes uiun. ❑ Yon maw wenimost men* flaws eta) No Kato Aram 0) S . to Refs engenttMon axermpt from Waal income tax? j!f 'Yak'albahaiaolrydaaeevonovtlanbsrrsdbythe dnremsljgn era Romeo Sonic* )a (shows Mss saclon of On !R9 cods wider oath fasorpegbplie7nia t) ❑ Pfd kr an appfrolon for exempt Ma ar peed% with lire 1Rt39 'Ye) 'a[mo,a copy of Ore application to alas Form Het the IRS denied or revoked ars atSa to a errs federal taairan etsteMr s? "'Yee;attach a copped he MRS ruing tra thlarbnm3a2 ) Yes No Yes No 10. Has your arpurb aIon had *novae 8lendrrd Mal race inane Whim dogged or modiste arree.' g* post 0 Yes oboe (id, am Stahl ahem Ste appgoafon mar dented or ix auffroNsalon saanrrabat) No 11. Post odes. Oat a elation arAV" lii/Sefts174.(4.. 3i ,Mows and bulk manage adp loo MOMlay. larllybet Osalatanong"midi bywan Mmrig mega* 1 understand ad mone mhobrrakan Wm oratlalosdrpiawonaallmr onMbgorprarithoweb atatibifr nnalasrmonad anIto kw may beMlaIMIOaildratraala aal9tna(4rdtedwrr,ge eoralMapd onmeng andbrdWsanctions mettipbfovea and dtTpansies, 1 Author Kfhb atposttepebatsd agnraluro or aosonaelor ir'd s M di P+m + ) ZIP Coda) oboe 'Worm beano M M nigu arS arrd al401(A) rand Minpo Rl 3lsndntUag strap brans* MarasysesSMpasraaersdearovule, tandrltfgal Wino attlapsataanlrerameMso'tow solo gilra appMadbnbormalhAp►ctldaddretlhsdandiantsoral kWh InDomestloM l Wiwi I 704.0 mralE670.9.0 maw vtco7 2. Dale Aopiali*A Fled Mk Past OlIce pound stamp) • LW- PS Fora 3624, Ocsahsr 1flee p4901 ors) cQQ7-Aug-16 12:27 PM USPS - Miami, FL 3054700372 1/2 i •'t • United Stares Postal Service Application to Mall at Nonprofit Standard Mall Rates Seddon A —Application (Please rood section 8 onpogo 2 Wont compiSionj to NI Woman adored bulaw inset bo held, so ttoe our meads ate Moor ate cowedMdbnnollan about yOur ataMiadton. to The oon phSs new at ifs ogritsion must ba Mitawt At prow 1. The rants alnwn taut some welt the MVO Mal imposts on Mt Mourne* ii*n ed IOd ID NOM a A oomphtr addwe aspsewMna a pttyelosi Malta for its otpOAfaJon must be shown in lima 2. E yea reseba aril through s pot atka box. show your stoat addable *et enigma tits bah to The gonad resew! Ih 11m 6 must be dm Individual submiStnp flu appladlan mebdOM Ind �waft Mena oats r nat sign aw ths a gent diol w Nu eddManai atpritmon otlspeitee may be added at hem 6. To be API* ter the Norwalk Sind sal Alai Mos. •te otpetthstlon must quality as arm OHM %pea Owed. e 'Ms sppttrewt must sips the eppboM[en to Nam 12. r The fats shown to item 14 mast be the date that to enpticaUon is sob aterdtothepostonce. No application hR is relpirod. AN Information must be Complete and typewritten or printed legibly. 1. Complete Olparthsfer statllh,repWrafortaticis4 Wks* — 2. Street Address MOtgsnizaion*dodo apereeatorals number) a. col►. slap, 2IP,4 Cods a. Tsttphone j*tclude area coda) O. hyped Orpantzetkhe famadt off* one) ❑ (01) Est 0 (06) sdenallo �] Edloafotad 0 (4t) Phtle t henflo 7. b this s tatoraR orpenbellon or dose any vI N» net booms rotas to tha WWII of waive* s1oridwklar or Individuse rNamed easamt (After repleasatappbing ementmeon) O 06 aOlcidlurat ❑ (07) wtwenar 0 (") O 400 Labor o py pkoso mt (JO) IfoOng rooldtallon *delft e. b Mb orpariawwt exempt trom,sdVel boons bon pf 'f4tp,'alfectro aaydrheetMena anlbsued*Mehuarnsi ❑ code wear Nam tras ayeetw%anls arses LJAmato Swim fIRS) mat straws Ihe MOM el Me AB 0 ❑ Yes ❑ ale O. Has this pre*** 'MN e Natptolit 1-16tandrrdtMi of Me p�►waa'lbttfts Moe Mao Li Yen malinps norm most mom* +iMpo+t Wham mist) LI No Is en aphticaton tar s-. prime putde with the 1887 Pi '*MOO ova Ws eppbiaefon 0 fhb Ram Mss is IRS denied or smoked Ohs ar;pnteo&Jonts federal tux seeeaptshtut'r Yes; OM&aropy oftheWtS mina oOle bew3eaRj 0 Vas No Yes No Yes Na It Hes yourarasreaeMon had Neuman *1andsed Mal rata feillagy WessafhnhddtrevokedP (1/"WOW fro pest 0 Yss aMoe (ay end aaufroriailbe was iwaked) eras dented ar o No 11. Post °floe (nota Motion or taandn) views aulhadaillon roqueslsd and bulk mange sutl be seeds Kits able ZIP Code) tow* (hafts ali eneeneaM *bymteamsusaadoeeayahl0. undaelwtdMat anyone was irdoheslebe or+Odeleedbbabanafoe anMbkAworelm onesmakektblaveaNanaNgaewdenfbslea may be(*leat0ailmbmfeendetb(Inch Moe aat/espogronateM) andercheaanakms(Weft m Isoomagesmgdoe!ptsw e* 1 AOfatrunderstand/rat /fhb applasfansaReoteal,apastime rand 12 Sputum ue of Appiasttt . PS Form 3624, Odebar 1016 rope 1 aft & McAbramsbeam "lkarepai r_tneardAke(4)end Mere* fismbdAUOmiser eykomealsbrim y mawenema atngar Siarhall6f(lya+lee alMtellost aAlosldbnttisdabase Wale ride rllplbalbn bpmdhe, proakted eat Me madam sef,tan 15 Comead* MIA 110mgl lant5.0001370.90 an met zuu/-Aug-16 12:28 PH USPS - Hiami, FL 3054700372 2/2 Postal Service Checklist for Form 3824, Application to Mail at Nonprofit Standard Mall Rates Name of OrraNmtion The organization above provided the following evidence of eligibility for Nonprofit Standard Mail rates. 1. Nonprofit Seta (amok on) ❑ IRS fetter of exenhptlon from payment of federal income tax ❑ Financial Adamant prepared by an independent auditor substantiating orpanIzadon's nonprom Ga1ue (statement must include balance sheets, notes. NC.) 2 ardxaton (One carrtalata ropy; check one) ❑ Ankles of incorporation ❑ other lain): ❑ Conetittaion ❑ Charter ❑ Articles of Association 3. Operation (Swami samples attach; check types ofi nfanaoNan included with application) ❑ i &Steins ❑ Membership applkaaone ❑ Other (Eap ialn): ❑ erachM nee 0 Wets' al meetings ❑ Financed statements ❑ Newsman 0 Using of ties for pest 6 to months12 The name on ell the documentation pretanted es evidence must match the name on the appication. If they do not match. please axplaln. I certify that the app*cant has completed all the items on the application and that eaoh item is legible, signature of Postmaster (Ordosi naMdrep►esenfolk') Date Telephone (recto* area oode) 4111 Date Application Returned to Organization for Correcion • Post Office (ply, state. ZIP Coda) Data Application end Documentation Bent to Nonprofit Service Canter PS Pone 3624, October 1996 (Papa 3 ors) C • • INTERNAL REVENUE SERVICE P. 0. BOX 2508 CINCINNATI, OH 45201 Date: JUN 2 6 2007 KEY BISCAYNE HISTORICAL & HERITAGE SOCIETY INC C/0 SALA & GOMEZ PA 260 CRANDON BLVD STE 14 KEY BISCAYNE, FL 33149 Dear Applicant: DEPARTMENT OF THE TREASURY Employer Identification Number: 38-3749517 DLN: 17053092028047 Contact Person: SHERRY Q WAN Contact Telephone Number: (877) 829-5500 Accounting Period Ending: December 31 Public Charity Status: 170(b) (1) (A) (vi) Form 990 Re,;uired: Yes Effective Date of Exemption: January 8, 2007 Contribution Deductibility: Yes Advance Ruling Ending Date: December 31, 2011 ID# 31052 We are pleased to inform you that upon review of your application for tax exempt status we have determined that you are exempt from Federal income tax under section 501(c) (3) of the Internal Revenue Code. Contributions to you are deductible under section 170 of the Code. You are also qualified to receive tax deductible bequests, devises, transfers or gifts under section 2055, 2106 or 2522 of the Code. Because this letter could help resolve any questions regarding your exempt status, you should keep it in your permanent records. Organizations exempt under section 501(c) (3) of the Code are further classified as either public charities or private foundations. During your advance ruling period, you will be treated as a public charity. Your advance ruling period begins with the effective date of your exemption and ends with advance ruling ending date shown in the heading of the letter. Shortly before the end of your advance ruling period, we will send you Form 8734, Support Schedule for Advance Ruling Period You will have 90 days after the end of your advance ruling period to return the completed form. We will then notify you, in writing, about your public charity status. Please see enclosed Information for Exempt Organizations Under Section 501(c) (3) for some helpful information about your responsibilities as an exempt organization. Letter 1045 (DO/CG) -2 - KEY BISCAYNE HISTORICAL & HERITAGE Sincerely, Robert Choi Director, Exempt Organizations Rulings and Agreements Enclosures: Information for Organizations Exempt Under Section 501(c)(3) Statute Extension • • Letter 1045 (DO/CG) p0074 ♦ PARTMENT REVENUE 85-8013872716C-8 Consumer's Certificate of Exemption Issued Pursuant to Chapter 212, Florida Statutes 07/02/2007 07/31/2012 Certificate Number This certifies that Effective Date KEY BISCAYNE HISTORICAL AND HERITAGE SOCIETY INC 260 CRANDON BLVD STE 14 KEY BISCAYNE FL 33149-1537 Expiration Date is exempt from the payment of Florida sales and use tax on real property rented, transients personal property purchased or rented, or services purchased. mportant Information for Exempt Organizations DEPARTMENT OF REVENUE DR -14 R. 04/05 07/20/07 DR -14 R. 04105 1. You must provide all vendors and suppliers with an exemption certificate before making tax-exempt purchases. • See Rule 12A-1.038, Florida Administrative Code (FAC). 2. Your Consumer's Certificate of Exemption is to be used solely by your organization for your organization's customary nonprofit activities. 3. Purchases made by an individual on behalf of the organization are taxable, even if the individual will be reimbursed by the organization. 4. This exemption applies only to purchases your organization makes. The sale or lease to others by your organization of tangible personal property, sleeping accommodations or other real property is taxable. Your organization must register, and collect and remit sales and use tax on such taxable transactions. Note: Churches are exempt from this requirement except when they are the lessor of real property (Rule 12A-1.070, FAC). 5. It is a criminal offense to fraudulently present this certificate to evade the payment of sales tax. Under no circumstances should this certificate be used for the personal benefit of any individual. Violators will be liable for payment of the sales tax plus a penalty of 200% of the tax, and may be subject to conviction of a third degree felony. Any violation will necessitate the revocation of this certificate. 6. If you have questions regarding your exemption certificate, please contact the Exemption Unit of Central Registration at 850-487-4130. The mailing address is PO BOX 6480, Tallahassee, Fi_ 32314-6480. • STANDARD MAIL OVERVIEW OF BASIC PERMIT REQ This information is not intended to cover all aspects of s provide general information regarding basic regulations to ANNUAL STANDARD MAIL FEE : A $175.00 yearly fee is required in order to c Standard Mail mailing system. This fee must be wish to drop off in the Miami area: MIAMI GMF - MAILING REQUIREMENTS OFFIC (305) 470-0707 MINIMUM QUANTITY: A minimum o 00 pieces r WEIGHT AND SIZE LIMITATIONS: The maximum allowed weight per piece of S Letter category pieces must be rectangular in height and 5" in length, and at least .007" thick. and pre -canceled 'stamps must be identical in enclosures. Letters that weigh over 3.3oz will be 0 pounds,of mail is r WHAT MAY BE MAILED AT STANDARD RATES: The text of the material must be PRINTED MAT by a process other than handwriting or type\A newsletters, price lists, etc. No handwritten or t� other than the address portion. Merchandise iten statements of account, which are classified permitted. , �j/0� ,e Rtl/✓ /`Y ADDRESSING & ZIP CODES: 9rs rAz, k<---4 F 7--)1.-°*. All Standard Mail must have a name or des (current resident 'etc.), a complete address or PO Box number and the corre t city, state and ZIP Code. Mail presented without a ZIP Code will not be accepted. PREPARATION: Sorting instructions will be provided at the time of application. Information will include bundling, traying or sacking, labeling and Posta .e Statement completion. PAYMENT OF POSTAGE: — 'i-- ;/1////' -- Xg'''‘ E-r T There are three available optionstf r payment of postage: PERMIT IMPRINT_. /l ^ � ,,, RECANCELED ST 0 PRSRT STD NON-PROFIT ORGY :' f1, US POSTAGE i US POSTAGE �tiy- ��� ;t--; PAID PAID , �, MIAMI FL MIAMI FL Y `y._, `' = PERMIT NO PERMIT NO „ �.. a All costs, sorting -and swing requirements are the same regardless of which method is chosen to pay for standard mail. All methods of postage payment must be shown in the upper right corner of the address area. The annual fee, as weil.as•'the meter license, pre -canceled stamp authorization, or permit imprint number are only acceptable in the city where issued. POSTAGE METERS: No additional fee is required. Your meter manufacturer can supply you, with the appropriate "Presorted Standard" or "Non -Profit Org." slug which must be utilized for Standard Rate mailing. When using a meter impression on Standard Mail, the mail SHOULD NOT be dated. If necessary we will allow only the month and year to be shown. If your meter can't print fractions of cents, you must round up to the next whole cent. PRE -CANCELED STAMPS: No additional fee is required. Pre -canceled stamps are moisten and affix stamps that are sold in rolls of 500 or 3,000 or self- adhesive stamps in rolls of 10,000. The stamps are valued at either 10¢ for Presorted Standard or 5¢ for Non-profit and additional funds must be paid at the time of mailing. A Pre -canceled Stamp authorization number will be issued for use on the Postage Staterent. A return address must appear in the upper left-hand corner of the addres area. PERMIT IMPRINT: An additional one time $175.00 fee must be paid; this is a NONREFUW=DABLE FEE which will not require renewal, AS LONG AS THE PERMIT NUMBER IS USED AT LEAST ONCE EVERY TWENTY-FOUR MONTHS. This permit number is tc by ai printer, by way of th perrji'itA-,,number issued tc deposit enough funds to 1 :count, either in Mail Facility in person or advance or at the time o /�^ / 1 , 1°)L , at the General Postage Statement. shown on the Basic rate of postage foi weighing 3.3 ounces or les Standard Mailer 25.5¢ per Pieces determined to be Domestic Mail Manual will NOTE: Postcards are cor Size. ch piece of mail imp made. The unt. You must ategdry piece ..4¢ per piece eria per the s. same rates Maximum size for letter category 61/8" '/<' thick Li 11 %2" length l A KEY BISCAYNE 00-1 04 SOCIETY •HISTORICAL Legal registration- Key Biscayne Historical and Heritage Society, Inc. • E-mail: KBHSmeyer@aol.com Address: 260 Crandon Blvd., Suite 14, Key Biscayne, FL 33149 DATE: May 16, 2007 TO: Ms. Jacqueline Menendez, Key Biscayne Village Manager RE: FY06-07 "Work Program" - The K. B. Historical and Heritage Society The Key Biscayne Historical and Heritage Society is committed to preserving and documenting significant Historical material regarding the Village. We recognize this is of great interest and value to the entire community. In this role, we wish to contract with the Village of Key Biscayne to perform the following services: Society members will interview approximately 40 persons of unique historical significance or possess knowledge of important past happenings and situations. The interviews will be digitally recorded and preserved on a disc. This material may be used by the Village in any manner it wishes, including insertion on the Village's website and use on Channel 16. Society members will publish a "Newsletter" on a quarterly basis, that will include historical and heritage information. The Newsletters will be delivered to the Village by the Society. Copies may be made available to the general public on both the Village's and the Society's website. In addition, copies will be available at the Library, the Community Center and Chamber of Commerce. KEY BISCAYNE SOCIETY .HIsToRIcAL Legal registration' Key Biscayne Historical and Heritage Society, Inc. J • E-mail: KBHSmeyer a)aol.com Address: 260 Crandon Blvd., Suite 14, Key Biscayne, FL 33149 It is the Society's request that the Village participate with us in the following manner: The Village and the Society will enter into an agreement whereby the Village provides $9,000 to the Society, to help defer the cost of providing these services. The Village will provide the services, without expense to the Society, of Jorge Mora and the Audio -Video Recording facility. Mr. Mora's time will not exceed 5 hours per week. The Village may archive the tapes and discs that are produced, may use the material on Channel 16 and may place all material on the Village's website. The Village shall be able to use this material in any manner it wishes. The Village will assign a liaison to assist the Society in its work All materials will include the names of the appropriate Village elected officials and administrative staff, the Officers of the Society, a statement that the Village has funded the project, and that the work was performed by the Society. KEY BISCAYNE HISTORICAL SOCIETY • Legal registration- Key Biscayne Historical and Heritage Society, Inc. (ID • E-mail: KBHSmeyer©aol.com Address: 260 Crandon Blvd., Suite 14, Key Biscayne, FL 33149 The Society will provide to the Village an accounting of funds expended. Invoices shall include a description of the work and the cost. The Society also will archive the tapes and discs, and be allowed to use this material, as the Society deems appropriate, for future generations to hear and view. Commenc nient shall start 30 days from the date this agreement is executed. Oit 0 tkr y- obert L. Maggs, D. Tr ether (See notes of 5/16/2007 meeting belo 7 KEY BISCAYNE HISTORICAL SOCIETY • Legal registration- Key Biscayne Historical and Heritage Society, Inc. tJ • E-mail: KBHSmeyer@aol.com Address: 260 Crandon Blvd., Suite 14, Key Biscayne, FL 33149 Meeting with Jackie Menendez, 3 P.M., 5/16/07 — Wednesday Contract signed as proposed and attached: Effective Date: 6/16/07 The Village will provide $ 9,000 to the K.B.H. & H. Society. $ 2,000 will be available to pay initial financial expenses incurred by the Society. Mr. Mora will bill the H&H Society $25.00/ hr. for his time; detailed invoice will be approved by the EC/BD/Treasurer of the Society, and submitted to Ana de Varona in the Village Managers's office. The Village will make payment directly to Mr. Mora, and the Society's initial $ 9000/ 7000 account will be debited by that amount. Names of the 7 Officers of the Society will be used. The names of the appropriate Village Elected Officials/ Administrative Staff that will be used in the programming are to be designated by the Village Manager/ the Village Mayor. The EC/BD/Treasurer of the Society will approve expenses for the quarterly "KBH&H Newsletter". A detailed invoice will be presented to Ana deVarona and submitted for re-imbursement to the Society by the Village and debited from the $9,000/ 7,000 nds provided by the Village for the Society. Robert L. g s, M.D., Tremv. . r 5/16/200 J.R. Menendez, Villagg Manager 0. .KEY BISCAYNE •HISTORICAL SOCIETY Legal registration. Key Biscayne Historical and Heritage Society, Inc. {J • E-mail: KBHSmeyer@aol.com Address: 260 Crandon Blvd., Suite 14, Key Biscayne, FL 33149 DATE: April 20, 2007 TO: Ms. Jacqueline Menendez, Key Biscayne Village Manager RE: FY06-07 "Work Program" - The K. B. Historical and Heritage Society The Key Biscayne Historical and Heritage Society is committed to preserving and documenting significant Historical material regarding the Village. We recognize this is of great interest and value to the entire community. In this role, we wish to contract with the Village of Key Biscayne to perform the following services: Society members will interview approximately 40 persons of unique historical significance or possess knowledge of important past happenings and situations. The interviews will be digitally recorded and preserved on a disc. This material may be used by the Village in any manner it wishes, including insertion on the Village's website and use on Channel 16. Society members will publish a "Newsletter" on a quarterly basis, that will include historical and heritage information. The Newsletters will be delivered to the Village by the Society. Copies may be made available to the general public on both the Village's and the Society's website. In addition, copies will be available at the Library, the Community Center and Chamber of Commerce. .KEY BISCAYNE SOCIETY IHIsToRIcAL Legal registration: Key Biscayne Historical and Heritage Society, Inc. OP 1 E-mail: KBHSmeyer@aol.com Address: 260 Crandon Blvd., Suite 14, Key Biscayne, FL 33149 It is the Society's request that the Village participate with us in the following manner: The Village and the Society will enter into an agreement whereby the Village provides $9,000 to the Society, to help defer the cost of providing these services. The Village will provide the services, without expense to the Society, of Jorge Mora and the Audio -Video Recording facility. Mr. Mora's time will not exceed 5 hours per week. The Village may archive the tapes and discs that are produced, may use the material on Channel 16 and may place all material on the Village's website. The Village shall be able to use this material in any manner it wishes. The Village will assign a liaison to assist the Society in its work All materials will include the names of the appropriate Village elected officials and administrative staff, the Officers of the Society, a statement that the Village has funded the project, and that the work was performed by the Society. KEY BISCAYNE HISTORICAL SOCIETY 0 Legal registration: Key Biscayne Historical and Heritage Society, Inc. tJ E-mail: KBHSmeyerL'7a aol.com Address: 260 Crandon Blvd., Suite 14, Key Biscayne, FL 33149 The Society will provide to the Village an accounting of funds expended. Invoices shall include a description of the work and the cost. The Society also will archive the tapes and discs, and be allowed to use this material, as the Society deems appropriate, for future generations to hear and view. Commen9err)ent shall start 30 days from the date this agreement is executed. � LL /-), _ 14obert L. Maggs, M.D., Treasurer • " KEY BISCAYNE HISTORICAL SOCIETY Legal registration: Key Biscayne Historical and Heritage Society, Inc. iJ E-mail: KBHSmeyer@aol.com Address: 260 Crandon Blvd., Suite 14, Key Biscayne, FL 33149 Meeting with Jackie Menendez, 3 P.M., 5/16/07 -- Wednesday Contract signed as proposed and attached: Effective Date: 6/16/07 The Village will provide $ 9,000 to the K.B.H. & H. Society. $ 2,000 will be available to pay initial financial expenses incurred by the Society. Mr. Mora will bill the H&H Society $25.00/ hr. for his time; detailed invoice will be approved by the EC/BD/Treasurer of the Society, and submitted to Ana de Varona in the Village Managers`s office. The Village will make payment directly to Mr. Mora, and the Society's initial $ 9000/ 7000 account will be debited by that amount. Names of the 7 Officers of the Society will be used. The names of the appropriate Village Elected Officials/ Administrative Staff that will be used in the programming are to be designated by the Village Manager/ the Village Mayor. The EC/BD/Treasurer of the Society will approve expenses for the quarterly "KBH&H Newsletter". A detailed invoice will be presented to Ana deVarona and submitted for re-imbursement to the Society by the Village and debited from the $9,000/ 7,000 s provided by the Village for the Society. Robert L. 5/16/200 M.D., Treasurcr J.R. Menendez, Viliag Manager Why did we initiate the Historical and Heritage Society on Key Biscayne? I strongly believe that throughout all of life we frequently do not know where we going. There are many paths into the future that constantly present themselves, the doors to some will open, and the doors to others will remain closed. However, we all know where we have been, where we are now and what we are deep within ourselves. This is our past and our present history. This is our heritage. And this is so very important - that we and future generations must never be allowed to forget. Robert L. Maggs, M.D. Key Biscayne, Florida 1/25/2007 BYLAWS OF Key Biscayne Historical and Heritage Society, Inc. A Florida Nonprofit Corporation ARTICLE I NAME The name of this Corporation shall be the Key Biscayne Historical and Heritage Society, Inc., herein called the "Corporation". ARTICLE II PURPOSE SECTION 1. Purpose The purpose of this Corporation shall be the collection, preservation, storage and exhibition of artifacts, documents and information of historical significance to the Village of Key Biscayne, Florida, and its environs. It shall provide for and promote the dissemination of information pertaining to local history and present educational and interpretive programs, projects and exhibits. SECTION 2. Limitations The Corporation shall, in all of its activities, be non-partisan, non-discriminatory and non-sectarian. The Corporation shall observe all local, state and federal laws, which apply to non-profit organization as defined in Section 501 (c) (3) of the 1986 Internal Revenue Service Code, as amended. ARTICLE III OFFICES SECTION 1. Principal Office The principal office of this Corporation in the State of Florida shall be located in the Village of Key Biscayne, County of Miami -Dade, at c/o Sala & Gomez, P.A., 260 Crandon Blvd, Suite 14, Key Biscayne, Florida 33149. 1 SECTION 2. Other Offices The Corporation may have such other offices, either within or without the County of Miami -Dade, State of Florida, as the Board of Directors may from time to time determine. ARTICLE IV MEMBERS AND MEMBERSHIP SECTION 1. Memberships Any person believing in the purpose of the Key Biscayne Historical and Heritage Society shall be eligible for active membership. The classes of membership shall be "Founder", "Charter" and "Regular". Annual dues for each class shall be determined by the Board of Directors from time to time. SECTION 2. RIGHTS OF MEMBERS All members shall have the right to vote. No member shall be entitled to share in the distribution of the corporate assets upon the dissolution of the corporation. ARTICLE V RESIGNATION OF MEMBERS SECTION 1. Resignation Any member may resign in good standing. Resignation shall be in writing and delivered to the President or Secretary of the corporation. ARTICLE VI MEETINGS SECTION 1. Regular Membership Meetings The Regular Membership Meetings of the Corporation shall be held quarterly -- February, May, September, and November. 2 SECTION 2. Board of Directors Meetings The Regular Board of Directors Meetings of the Corporation shall be held monthly. If required, meetings shall be held more or less frequently at the discretion of the Board of Directors or of the President. SECTION 3. Annual Meetings The Annual Meeting of Members of the Corporation shall be held no later than November of each year unless necessarily changed by the Board of Directors. The Place of the meetings shall be at such place in the Village of Key Biscayne as may be designated in the notice of the meeting. Considered at such meeting shall be the election of the Board of Directors and such other corporate business as may come before the meeting. At the Annual Meeting of Members, members may take any action which they are required or permitted to take under the laws of the State of Florida of the Charted or Bylaws of this Corporation on any matter which comes before the meeting, except an amendment to the Charter or Bylaws. SECTION 4. Special Meetings Special Meetings of the members of the Corporation may be held at such place in the Village of Key Biscayne as shall be designated, whenever called for by the President with the approval of a quorum of the Board of Directors, or by majority of the members of the Board of Directors, or the request in writing of the least one — third (1/3) of the members of the Corporation. A request in writing for a Special Meeting by the members of the Corporation shall set forth the subject matter to be discussed at such special meeting, and no matters other than those set forth in the said notice may be discussed at such Special Meeting. (A) At any special meeting of the membership, action can be taken only on matters which are specifically set forth in the notice of the meeting, unless waived in writing as provided in these Bylaws. SECTION 5. Notice At least ten (10) days notice in writing of meeting, whether annual, regular or special, shall be delivered by mail to each member entitled to vote. SECTION 6. Meeting Waiver Any notice required to be given, herein, may be waived in writing either before, at, or after the time of such notice. 3 SECTION 7. Action of Members Any action required by law to be taken, or which may be taken at a meeting of members, may be taken without a meeting upon the written consent, setting forth the action so taken, of a majority of all the members entitled to vote with respect to the subject matter thereof. SECTION 8. Voting At all meetings, each Member in good standing shall be entitled to one (1) vote, either in person or by proxy, and the result shall be determined by a majority of the votes cast. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. At any meeting of members, a Member entitled to vote may vote by proxy executed in writing by a Member or her duly authorized attorney in fact. No proxy shall be valid after nine (9) months from the date of its execution unless otherwise provided in the proxy. SECTION 9. Installation Meeting The November meeting shall be designated as the Installation Meeting. SECTION 10. Quorum Ten (10%) percent of the voting members of the Corporation shall constitute a quorum. ARTICLE VII EXECUTIVE COMMITTEE OFFICERS, THEIR ELECTION AND DUTIES SECTION 1. Executive Committee Officers Executive Committee Officers of this Corporation shall be: President, Vice President/Planning, Vice President/Community Relations, Vice President/Bylaws and Parliamentarian, Recording Secretary, Corresponding Secretary, Treasurer. These officers shall compose the Executive Committee, which shall have all the powers of the Board of Directors between meetings of the Board. The actions of the Executive Committee shall be submitted to the next meeting of the Board of Directors for ratification. SECTION 2. Succession No Executive Committee Officer may serve for more that three (3) consecutive one-year terms. 4 SECTION 3. Nomination Committee The Nomination Committee (consisting of 3 selected by the Executive Committee and 3 elected from the membership) will notify membership near mid -year in the Corporation Newsletter, that anyone who wishes to be placed on the November ballot in addition to those on the Nominating Committee's slate may submit his/her name to the Committee prior to October 1 of the year. Individual may select the officer position for which he/she wishes to be considered. The Committee will have ballots printed and mailed to all members whose dues are paid and current, with instructions to sign and return the ballots prior to the November meeting. At the November meeting, the Committee will announce the results. This will be followed by installation of these elected officers for a one year term. SECTION 4. Election Elections shall be held at the Regular Annual Meeting no later than November of each year. The vote will be by secret ballot. The candidate receiving the highest number of votes shall be elected. SECTION 5. Qualifications No person may be nominated to any Executive Committee Office unless he/she has been an Active Member of the society for at least one (1) year. This restriction will not apply during the organizational period of the Society SECTION 6. Duties The duties of the Executive Committee Officers are as follows: President - Shall oversee the writing of the quarterly newsletter. Shall be a member ex - officio of all committees except Nominating. With the approval of the Executive Committee, he/she shall appoint all chairs of all committees, unless such chairs are elected. She/he shall sign all contracts and obligations authorized by the Executive Committee. In the absence of the Treasurer, he/she shall disburse the monies of the society in accordance with the approved budget. V/P Community Relations - Shall be the corporation's liaison to the community. He/she shall be responsible for identifying community activities which may be of interest to the members. He/she shall perform any other such activities as requested by the President. V/P Planning — Shall coordinate and plan the year's meetings and events. He/she shall run the Board of Directors meetings in the absence of the President. Treasurer — Shall be the custodian of the funds of the Corporation. He/she shall disburse the money of the Corporation in accordance with the Budget. He/she shall request 5 approval from the Board of Directors for any expenditure over one thousand dollars ($1,000.00) not previously approved in the budget. He/she shall keep full and accurate accounts and present statements at all Board of Directors meetings and at regular meetings upon request. He/she shall deposit of the corporation in the name of the corporation, give bond in such amount as the Board of Directors may require. Obtain liability insurance for the Directors and Officers and pay the premium. He/she will prepare and file reports and returns required by all governmental agencies. He/she shall chair the Business and Finance Committee and be responsible for submitting an annual budget to the Board of Directors for approval. Corresponding Secretary — Shall conduct the normal correspondence of the Corporation. He/she shall send notices of each regular quarterly meeting to the general membership. Recording Secretary — Shall keep accurate record of the meetings of the Board of the Directors. He/she shall maintain the file for all documents, instruments, contracts, records and other paper necessary for the operation of the Corporation. Bylaws / Parliamentarian — Shall make sure that proper parliamentarian procedure is being followed for all meetings. He/she shall make sure that the Corporation, its Board of Directors and membership is following the approved Bylaws. Shall make recommendations to the Board of Directors for any changes to existing Bylaws and chair the Bylaws/Revision Committee. Shall provide any member in good standing with a copy of the Bylaws as requested. SECTION 7. Special Meetings The President may call a Special Meeting of the Executive Committee at any time. ARTICLE VIII BOARD OF DIRECTORS SECTION 1. Board of Directors The Executive Committee and the Chairpersons of the Standing Committees shall compose the Board of Directors. The authorized number of Directors of this Corporation shall be no greater than fifteen (15) consisting of the Executive Committee and Chairperson of the Standing Committees. SECTION 2. Term of Office The term of office of each Director shall be one (1) year, until the first Annual Meeting of Members following election and until the qualification of his/her successor in office. 6 SECTION 3. Vacancies In case of any vacancy in the Board of Directors, whether by death, resignation, removal or other cause, the vacancy shall be filled by the original appointing power; or, if such power should fail for a period of thirty (30) days after receiving notice of the vacancy, to fill the same, the vacancy shall be filled by vote of a majority of the remaining Directors at a Regular or Special Meeting of the Board. Any person elected or appointed to fill a vacancy of a Director shall have the same qualifications as were required of the Directors whose office was vacated. Any person appointed or elected to fill a vacancy on the Board of Directors shall hold office for the unexpired term of he/she predecessor in office, subject to the power of removal contained herein. SECTION 4. Removal Any Directors may be removed, with or without cause, by the vote of two-thirds (2/3) of the members of the Board of Directors at a special meeting called for that purpose. At any such meeting, any vacancy caused by the removal may be filled. SECTION 5. Compensation No member of the Board of Directors shall receive compensation from the Corporation. SECTION 6. Quorum A majority of the Board of Directors shall constitute a quorum of the Board. SECTION 7. Gifts and Contributions The Board of Directors may accept, on behalf of the Corporation, any contribution, gift, bequest, or devise of any property whatsoever for consideration by the Corporation. ARTICLE IX STANDING COMMITTEES SECTION 1. Standing Committees The Board of Directors shall have the following Standing Committees: Executive; Business and Finance; Grants, Fund Raising & Endowment Development; Membership; History and Heritage, Arts and Culture; and Communications, Community Outreach and Coordination. At the first meeting following the Annual Meeting, the Chairperson and members of all Standing Committees shall be appointed by the President for a term of 7 one year. Committee members will be nominated by the Committee chairpersons, and approved by the Board of Directors prior to appointment by the President. SECTION 2. Executive This Committee shall be composed of the elected President, Vice -President Planning, Vice -President Community Relations, Vice-President/Bylaws and Parliamentarian. Corresponding Secretary, Recording Secretary, Treasurer. It shall have the power and duty to oversee or conduct the routine affairs of the Corporation between meetings of the Board and to represent the Corporation in the conduct of negotiations and extraordinary transactions subject to the review and approval of the full Board of Directors. SECTION 3. Business and Finance The Business and Finance Committee shall consist of the Vice -President -Planning, the Treasurer, the Chairman of the Grants, Fund Raising & Endorsement Development Committee, and three members of the Board of Directors nominated by the Chairman of the Business and Finance Committee, approved by the Executive Committee and appointed by the President. It shall review the annual budget and forward such budget to the Board of Directors along with its recommendation as to final approval; it shall provide for an audit of the accounts of the Corporation; it shall determine that the Corporation has appropriate insurance coverage; and it shall establish policies for and monitor the investment of the Corporation funds and endowments. The Treasurer will chair this committee. SECTION 4. Grants, Fund Raising & Endowment Development The raising of funds for the Corporation, other than membership dues, shall be the responsibility of the Grants, Fund Raising & Endowment Development. This Committee shall plan and manage both special and annual fund drives. The Chairman shall be appointed by the President shall also serve on the Business and Finance Committee. The committee members are indeterminate in number and membership and shall be nominated by the Chairman of the Grant, Fund Raising & Endowment Development Committee, approved by the Executive Committee and appointed by the President. SECTION 5. Membership This Committee shall consist of the Chairman appointed by the President and three to six members nominated by the Chairman, approved by the Executive Committee and appointed by the President. It shall be the responsibility of the Committee to conduct campaigns to increase membership in the Corporation, encourage members to participate on committees and in other activities of the Corporation and promote achievement of the Corporation mission. 8 SECTION 6. History and Heritage, Arts and Culture This Committee shall be responsible for providing guidelines for the collection, preservation, storage, exhibition and disposition of artifacts, documents and other collection items of historical significance to the Village of Key Biscayne. It shall provide support for the ethical and knowledgeable handling of the collections conforming to professional museum standards. The Committee shall consist of the Chairman appointed by the President, and at least five and no more than ten members of the Society nominated by the Chairman, approved by the Executive Committee and appointed by the President. SECTION 7. Communications, Community Outreach and Coordination The Communications Committee is responsible for coordination and oversight of the marketing and publicity programs of the Corporation. It shall provide guidance to the Corporation in the preparation of newsletters and exhibits and in the conduct of tours, special events and other programs offered by the Corporation. The Committee shall consist of the Chairman appointed by the President and at least two members of the Corporation nominated by the Chairman, approved by the Executive Committee and appointed by the President ARTICLE X SPECIAL COMMITTEESS SECTION 1. Special Committees Special Committees may be established, their chairs appointed, and their function and term designated by the President with the majority approval of the Board of Directors. Committees may include, but are not limited to the following: Budget - This committee shall consist of the President, Treasurer, V/P Planning, V/P Community Relation. The Treasurer shall chair this committee. Bylaws/Revisions Committee — This committee shall be chaired by the Bylaws/Parliamentarian. Nomination — This Committee shall consist six (6) members — three (3) for the Executive Committee and three (3) for membership at large. Special Events — This Committee will be in charge of organizing all events — the Vice President Planning will chair this Committee. 9 ARTICLE XI BYLAW AMENDMENTS AND PARLIAMENTARY AUTHORITY SECTION 1. Bylaw Amendments The Bylaws may be amended by a two-thirds (2/3) vote of the Board of Directors provided such proposed amendments have been read at the previous meeting. SECTION 2. Parliamentary Authority "Robert's Rules of Order Revised" shall be the official guide of the Key Biscayne Historical and Heritage Society, Inc. in all instances where they do not conflict with the Bylaws or special rules of the Corporation ARTICLE XII PUBLICITY SECTION 1. Membership List The Key Biscayne Historical and Heritage Society membership list is for the use of the Corporation only and cannot be used for promotion of any activity unrelated to the Corporation. It shall not be used for personal gain or made available for commercial or solicitation purposes. SECTION 2. Authority to make Statements No person, except for the President or the Executive Director (if one has been appointed by the Board of Directors) shall be authorized to make any public statements, whether written or oral, purporting to represent the official policy, position, or opinion of this Corporation, without first having obtained the approval of the Board of Directors. SECTION 3. Limitation of Statements Any person who is authorized to make any public statement, whether written or oral, purporting to represent the official policy, position, recommendation or opinion of the Corporation, shall first make it clear that he or she is representing the Corporation. Thereafter, throughout the entire presentation, he or she shall confine his/her presentation only to those matters which have been properly approved by the Corporation. He or she shall not at the same time present any statement purporting to represent any other firm, group, or organization or purporting to represent his or her own personal views. 10 ARTICLE XIII FISCAL POLICIES SECTION 1. Fiscal Year The fiscal year of the Corporation will be the calendar year. SECTION 2. Audit The yearly report of the Treasurer shall be audited by a qualified accountant selected by the Executive Committee. ARTICLE XIV MISCELLANEOUS SECTION 1. Corporate Seal The Corporation shall have a Corporation Seal, upon which shall be inscribed Key Biscayne Historical and Heritage Society, Inc., the year of its creation, the phrase "Corporation not -for-profit" and the words "Seal" and "Florida" SECTION 2. Notice Whenever any notice is required to be given under the provisions of the Articles of Incorporation of the Bylaws of this Corporation, a waiver thereof in writing signed by the person or person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE XV INDEMNIFICATION Any person (and the heirs, executors and administrators of such person) made or threatened to be made a party to any action, suit of proceeding by reason of the fact he is or was a Director of Officer of the Corporation shall be indemnified by the Corporation against any and all liability and the reasonable expenses, including attorney's fees and disbursements, incurred by him (or by his heirs, executors or administrators) in connection with the defense or settlement of such action, suit or proceeding, or in connection with any appearance therein, except in relation to matters as to which it shall be adjudged un such action, suit or proceeding that such Director or Officer is liable for negligence or misconduct in the performance of this duties. Such right of indemnification shall not be deemed exclusive of any other rights to which such Director or Officer (or such heirs, executors) may be entitled apart from this Article. 11 O ,. Secretary CERTIFICATION I hereby certify that these bylaws were adopted by the Board of Directors of the Key Biscayne Historical and Heritage Society, Inc. at their meeting held on February 7, 2007. 12 KEY BISCAYNE HISTORICAL SOCIETY Legal registration Key Biscayne Historical and Heritage Society, Inc. R E-mail: KBHSmeyer@aol.com Address: 260 Crandon Blvd., Suite 14, Key Biscayne, FL 33149 RESOLUTION: During the initial stages of Society organization, the size, scope, and duties of the History and Heritage, Arts, Culture and Special Events Committee has been noted with concern. Further, the concern is that the responsibilities of History and Heritage, and the responsibilities of Arts, Culture and Special Events appear to be separate and unrelated. Further, revision of this single committee (as originally proposed) into two separate committees, each of which would be considered "Standing Committees" would appear to benefit Society organization and function. Further, appointment of separate Chairpersons for each of these "Standing Committees" would recognize History and Heritage, and Arts, Culture and Social Events as significant and independent activities for the Society. THEREFORE BE IT RESOLVED: History and Heritage, and Arts, Culture and Special Events will be separate Standing Committees. Their Chairpersons will have representation on the Board of Directors. The Board of Directors will consist of 7 Officers and 5 Committee Chairpersons. May 17, 2007 Ed Meyer, Robert Bristol, Dr. Robert Maggs " KEY BISCAYNE HISTORICAL SOCIETY Legal registration- Key Biscayne Historical and Heritage Society, Inc. � E-mail: KBHSmeyer@aol.com Address: 260 Crandon Blvd., Suite 14, Key Biscayne, FL 33149 BE IT RESOLVED, that "The Advisory Committee" will be established. It will be a "Special Committee", and noted in the appropriate section(s) of the Bylaws of the Key Biscayne History and Heritage Society, including Article X, section 1; Article VII, section 1; Article VIII, section 1. Membership shall be lifetime and future Society dues will be waived. Membership shall be restricted to Founding Members and all past Presidents of the Key Biscayne Historical and Heritage Society. On any official stationary of the Society listing the Officers and Committee Chairpersons, the names of the "Advisory Committee" members shall be noted. Members shall be ex - officio members of both the Executive Committee and the Board of Directors. They shall be invited to attend meetings, may partake in all discussions, but without voting privilege. In the event that a Founding Member or a past President becomes a member of the Executive Committee or the Board of Directors by virtue of serving as an Officer or a Chairperson, voting privileges shall be restored. June 14, 2007 Ed Meyer, Robert Bristol, Dr. Robert Maggs Executive Committee/ Board of Directors " KEY BISCAYNE HISTORICAL SOCIETY Legal registration. Key Biscayne Historical and Heritage Society, Inc. E E-mail: KBHSmeyer�aol.com Address: 260 Crandon Blvd., Suite 14, Key Biscayne, FL 33149 RESOLUTION: ((approved with 2 deleted sections)) On May 17, 2007 The ARTS, CULTURE, and SPECIAL EVENTS COMMITTEE was established as a separate and unrelated entity from the History and Heritage Committee. The Bylaws of the Key Biscayne Historical and IIeritage Society shall be amended with changes in the appropriate sections to so designate this Committee, including under Article IX, section 1, Article IX, section 6. In addition, Article IX, section 8 shall be added to define the responsibility assigned to this Committee. It shall consist of a Chairperson appointed by the President, with members nominated by the Chairperson, approved by the Executive Committee and appointed by the President The Committee shall be responsible -for, work -with and assist other Committees (as needed) in all activities focusing upon art, theater, cultural matters, social and special events (it will cooperate with the Communications and Community Outreach Committee in jointly preparing, producing and distributing_the quarterly Society Newsletter ) Additional tasks may be assigned as needed by the President June 14,2007 Ed Meyer, Robert Bristol, Robert Maggs, M D Executi' e Committee,' Board of Directors.