Holocaust Memorial $8,400
~
City of Miami Beach and Miami Beach Cultural Arts Council
Fiscal Year 2004/2005 Cultural Affairs Grant Agreement
This Grant Agreement is entered into this ;:;..g1t. day of ~ hUf;GC7'L , 2004, between the City of
Miami Beach, Florida, (the City), and Holocaust Memorial (Grantee).
Article 1/ Grant Description
1.
Grantee:
Address
City, State, Zip
Phone, fax, e-mail
Holocaust Memorial
1933-1945 Meridan Ave
Miami Beach, FL 33139
3055281663,305-538-2423, info@holocaustmmb.org
2. Grant amount: $8400 50% paid upon execution of this Agreement.
Remaining 50% paid upon completion of Project and submission and approval of Final Report.
Project description: See Exhibit 1, attached hereto
Itemized budget: See Exhibits 2-A and 2-B, attached hereto
Contract deadline: November 5, 2004
Expenditure deadline: September 30, 2005
Project completion date:
Final Report deadline: Must be postmarked or delivered no later than 45 days after Project
completion date. ~
S WHEREOF, the parties hereto have executed this Agreement this ayof A"'7~-..!.. 2004.
" 19 ~/Jn1-
Attest: fUkuQ gattk
Robert Parcher, City lerk
STATE OF FLORIDA, COUNTY OF MIAMI- DADE
APPROVED AS TO
FORM & LANGU GE
& FOR EXECUT ON
The fore~ instrument was acknowledged before me
this/' day of tJen4a.... 2004, by
#....".,. .s.Slt'lnJ .t: A of
....~ .... ~1I'.t: ..
. ..t;.'~1A.~~"'" /1r.46....)c":'a Iiot-for-profil
corporation.~he is ~ersonally known to me or has
produced as
id1Z:.~. ~
Signature of Notary Public
Grantee's Cor orate Seal Here
GRANTEE: Holocaust Memorial
Notary Name:
Notary Public, Stale of Florida",U;~""', Gerri H. Rawlins
l4?~~"=:. Commission#DDI64094
;;:" ";).::~ Expires: Nov 11,2006
-";~o;i~" Bonded Thru
My Commission Expires: ',,,,,,,,, 'II Ii B d' e
~.. 8ft G VH lug u.,Ihc.
FederallD #: 5'i - 2'5''1'1./
BY:
Printed Name of Organization's Authorized Representative
Signature
Article III General Conditions
1. Parties: The parties to this Agreement are the Grantee listed in Article I, and the City of Miami Beach, a
municipal corporation organized under the laws of the State of Florida (City). The City has delegated the
responsibility of administering this Grant to the City's Cultural Affairs Program Manager or his designee.
2. Proiect Descriotion: The Grantee may only use the Grant for the purposes that are specifically described
in the Project Description, attached hereto as Exhibit No.1. All expenditures will be subject to the terms of this
Agreement, and as specified in the itemized Grant Award Budget, attached hereto as Exhibit 2-B. Line item
changes to said Budget shall not exceed ten percent (10%) per category, so long as said expenditures do not
exceed the total amount of Grant funds. Notwithstanding the preceding sentence, amendments to the itemized
Budget in Exhibit 2-B shall not be permitted without the prior written consent of the Cultural Affairs Program
Manager or his designee. Said requests shall be made in advance, in writing, detailing and justifying the need
for such changes.
3. Reoorts: This Grant has been awarded with the understanding that the described Project will enhance
and develop the City's cultural community. To demonstrate that the Grant is fulfilling, or has fulfilled, its purpose,
the Grantee must supply the Cultural Affairs Program Manager or his designee with a written final report
documenting that the Grantee has fulfilled all requirements. This report is to be received by the Cultural Affairs
Program Manager or his designee within 45 days of the Project's completion date. Grantees completing their
Project by Fiscal Year End, September 30, 2005, must submit their final reports no later than November 15,
2005.
4. Amount of Grant and Pavment Schedule: The total amount of the Grant is specified in Article 1-2 (subject
to the restrictions in Article 1-2). By making this Grant, the City assumes no obligation to provide financial
support of any type whatever in excess of the total Grant amount. Cost overruns are the sole responsibility of the
Grantee. The Grant funds will be supplied to the Grantee subsequent to the Mayor and City Commission's
approval of the award.
5. Prooram Monitorino and Evaluation: The Cultural Affairs Program Manager or his designee may monitor
and conduct an evaluation of operations and the Project under this Grant, which may include visits by City
representatives to observe the Project or Grantee's programs, procedures, and operations, or to discuss the
Grantee's programs with the Grantee's personnel.
6. Bank Accounts and Bondino: Monies received pursuant to this Agreement shall be kept in accounts in
established Miami-Dade County banks or savings and loan associations whose identities shall be disclosed in
writing to the Cultural Affairs Program Manager or his designee with the identity and title of individuals
authorized to withdraw or write checks on Grant funds.
7. Accountino and Financial Review: The Grantee must keep accurate and complete books and records of
all receipts and expenditures of Grant funds, in conformance with reasonable accounting standards. These
books and records, as well as all documents pertaining to payments received and made in conjunction with this
Grant, such as vouchers, bills, invoices, receipts and canceled checks, shall be retained in Miami-Dade County
in a secure place and in an orderly fashion by the Grantee for at least two (2) years after the Expenditure
Deadline specified in Article 1-5. These books, records, and documents may be examined by the Cultural Affairs
Program Manager or his designee or his designee at the Grantee's offices during regular business hours and
upon reasonable notice. Furthermore, the Cultural Affairs Program Manager or his designee may, at the City's
expense, audit or have audited, upon reasonable notice, all the financial records of the Grantee, whether or not
purported to be related to this Grant.
8. Publicitv and Credits: The Grantee must include the City of Miami Beach logo and the following
credit line in all publications related to this Grant: City of Miami Beach, Cultural Affairs Program, Cultural
Arts Council. Failure to do so may preclude future grant funding from the City in the same manner as if
Grantee defaulted under this Agreement, pursuant to Article 11-12.
9. Liabilitv and Indemnification: The Grantee shall indemnify and hold harmless the City and its officers,
employees, agents and instruments from any and all liability, losses or damages, including attorneys' fees and
costs of defense, which the City or its officers, employees, agents and instrumentalities may incur as a result of
claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to, or
resulting from the performance if this Agreement by the Grantee or its employees, agents, servants, partners,
principals or subcontractors. Grantee shall pay all claims and losses in connection therewith and shall
investigate and defend all claims, suits or actions of any kind or nature in the name of the City, where applicable,
including appellate proceedings, and shall pay all costs, judgments, and attomeys' fees which may issue
thereon. Grantee expressly understands and agrees that any insurance protection required by this Agreement,
or otherwise provided, shall in no way limit the responsibility to indemnify, keep and save harmless and defined
the City or its officers, employees, agents and instrumentalities as herein provided.
If the Grantee is a government entity, this indemnification shall only be to the extent and within the
limitations of Section 768.28 Florida Statute, subject to the provisions of that Statute whereby the Grantee entity
shall not be held liable to pay a personal injury or property damage claim or judgment by anyone person which
exceeds the sum of $100,000, or any claim or judgment or portions thereof, which, when totaled with all other
claims or judgments paid by the government entity arising out of the same incident or occurrence, exceed the
sum of $200,000 from any and all personal injury or property damage claims, liabilities, losses or causes of
action which may arise as a result of the negligence of the Grantee entity.
10. Assionment: The Grantee is not permitted to assign this Grant, and any purported assignment will be
void, and shall be treated as an event of default pursuant to Article 11-12.
11. Compliance with Laws: The Grantee agrees to abide by and be governed by all applicable Federal,
State, County and City laws, including but not limited to Miami-Dade County's Conflict of Interest and Code of
Ethics Ordinance, as amended, which is incorporated herein by reference as if fully set forth herein, and Chapter
2, Article VII of the Miami Beach City Code, as amended, which is incorporated herein by reference as if fully set
forth herein.
12. DefaulUTermination Provisions: In the event the Grantee shall fail to materially conform with any of the
provisions of this Agreement, the Cultural Affairs Program Manager or his designee may withhold or cancel all,
or any unpaid installments, of the Grant upon giving five (5) calendar days written notice to the Grantee, and the
City shall have no further obligation to the Grantee under this Agreement. Further, in the event of a breach of
any term or condition of this Agreement, upon five (5) calendar days written demand by the Cultural Affairs
Program Manager or his designee, the Grantee shall repay to the City all portions of the Grant which have been
received by the Grantee, but which have not actually been disbursed by the Grantee as of the date that the
written demand is received. I n the event that this Grant is cancelled or the Grantee is requested to repay Grant
funds because of a breach of this Agreement, the Grantee will not be eligible to apply to the City for another
Grant for a one year period commencing on the date the Grantee is notified in writing of the breach of this
Agreement.
The Grantee will be liable to reimburse the City for all unauthorized expenditures discovered after the
expiration of the Grant period. The Grantee will also be liable to reimburse the City for all lost or stolen Grant
funds.
Any uncommitted Grant funds which remain in the possession or under the control of the Grantee as of
the date of the Expenditure Deadline specified in Article 1-5 must be returned to the City within fifteen (15) days
after the Expenditure Deadline; if such funds have been committed but not expended, the Grantee must request
in writing from the Cultural Affairs Program Manager or his designee an extension of the Expenditure Deadline
which, if approved, shall be for a period not to exceed one (1) year.
Grant funds which are to be repaid to the City pursuant to this Section are to be repaid by delivering to
the Cultural Affairs Program Manager or his designee a certified check for the total amount due, payable to the
City of Miami Beach, Florida.
These provisions do not waive or preclude the City from pursuing any other remedies that may be
available to it under the law.
13. Induloence Will Not be Waiver of Breach: The indulgence of either party with regard to any breach or
failure to perform any provision of this Agreement shall not be deemed to constitute a waiver of the provision or
any portion of this Agreement either at the time of the breach of failure occurs or at any time throughout the term
of this Agreement.
14. Written Notices: Any written notices required under this Agreement will be effective when delivered in
person or upon the receipt of a certified letter addressed to the Grantee at the address specified in
Article 1-1 of this Agreement, and to the City when addressed as follows: Grisette Roque Marcos,
Interim Director, Miami Beach Cultural Arts Council, 1700 Convention Center Drive, Miami Beach,
Florida 33139-1819.
15. Caotions Used in this Aareement: Captions, as used in this Agreement, are for convenience of
reference only and should not be deemed or construed as in any way limiting or extending the language or
provisions to which such captions may refer.
16. Contract Reoresents Total Aareement: This contract, including its special conditions and exhibits,
represents the whole and total agreement of the parties. No representations, except those contained within this
agreement and its attachments, are to be considered in construing its terms. No modifications or amendments
may be made to this Agreement unless made in writing signed by both parties, and approved by appropriate
action by the Mayor and City Commission.
Article 1111 Miscellaneous Provisions
17. The Grant awarded herein is the result of an extensive public review process, which found that the
Grantee is performing a public purpose through the programs, projects, and services recommended for support.
As such, use of these funds for any program component not meeting this condition will be considered a breach
of the terms of this Agreement and will allow the City to seek remedies including but not limited to those outlined
in this Grant Agreement.
18. The Grantee also accepts and agrees to comply with the following Special Conditions:
The Grantee hereby agrees that it will comply with Title VI of the Civil Rights Act of 1964 (42 U.S.C.
2000d et seq.) prohibiting discrimination on the basis of race, color, national origin, handicap, or sex.
The Grantee hereby agrees that it will comply with City of Miami Beach Ordinance No. 92-2824, as
amended from time to time, prohibiting discrimination in employment, housing and public accommodations on
account of race, color, national origin, religion, sex, sexual orientation, handicap, marital status, or age.
The City endorses the clear mandate of the Americans with Disabilities Act of 1990 (ADA) to remove
barriers, which prevents qualified individuals with disabilities from enjoying the same employment opportunities
that are available to persons without disabilities.
The City also endorses the mandate of the Rehabilitation Act of 1973 and Section 504 and prohibits
discrimination on the basis of disability and requires that Grant recipients provide equal access and equal
opportunity and services without discrimination on the basis of any disability.
Exhibit 1/ Revised Project Description
Organization: Holocaust Memorial
Project Title: Holocaust Memorial - EducationallCultnral
Completely describe Project approved by the Grants Panel and in a separate narrative detail all revisions to
the Project based upon the City Commission approved award. Please be as specific as possible; name of
event, specific dates, venues, times, artists, etc.
There are 200,000 visitors to the Memorial each year, as calculated through the visitor monitoring system
installed at the Memorial. Over 12,000 of these visitors are students from public and private schools that
visit the Memorial each year.
The Holocaust Memorial Lectnre Series, sponsored by the Memorial and the Sue and Leonard Miller
Center for Contemporary Jewish Studies at the University of Miami, provides the community an
opportunity to attend, free of charge, a wide range of high-level speakers on a variety of Holocaust related
subjects. In the past few years, the Memorial has worked with several organizations to provide the
Holocaust Awareness Week in October and November. This is in conjunction with the Miami Jewish Book
Fair. These various lectnres, films or exhibits are related to the Holocaust and featnre national and
international experts in the field. Each event draws an attendance of over 200 people.
The Holocaust Memorial organizes and produces two annual commemoration days for the community:
The annual Holocaust Remembrance Day - Yom Hashoah - and Kristallnacht - Night of Broken Glass.
Local artists and musicians, as well as poets and authors, participate in these programs. Other
accomplishments include an annual Passover Cantorial Concert presenting the excellent talent of onr South
Florida Cantors. The cultnral events are attended by a combined total of 3,000 people. These
commemorations are of particular significance of the Survivor community (South Florida is home to one of
the largest populations of Survivors in the world) and their families. However, they are also important to
the community at large. By remembering the tragedies of the past, we rnay be able to face the challenges
of the present and futnre. .
Exhibit 2-A: Project Budget I Revised Total Project Budget
Name of organization: Holocaust Memorial
Project Title: Ho 1 ocaus t Memori a 1 -Educa ti ona 1 /Cul tura 1 Programs
Date(s) of Project: July 1,2004 - June 30,2005
Attach a copy of the total Project budget or list cash expenses and cash revenues
specifically identified with your program, project or events. Round off al/ numbers to the
nearest dol/ar.
EXPENSES REVENUES
Cash In-Kind Cash In-Kind
Personnel - artistic Admissions
Personnel - technical 5.000 Contracted services
Personnel - administration 43.000 Tuitions
Outside artistic fees/services 3.000 Corporate support
Outside other fees/services 8.000 Foundation support 60,000
Marketing/Publicity 13,000 Individual support 49,700
Space rental 2.500 1.500 Government grants 10,000
Travel 2,500 Federal /) 000
Utilities 6.000 State
Equipment rental 1.000
Office supplies 6.000
Insurance/Security 9.000
Other Costs: (Itemize below) Other Contributions (Itemize below)
Printing 12,000 GMJF 50,000
Postage 4,000 Temole Emanu-El 1,500
----- - - -..- Bus & Co-Sponsorshi p 5,000 Volunteers 5,300
Other Staff 57.200
MIse 3.800 Grant award $8400
Total cash expenses 175,000 Total cash revenues 169,700
Total in-kind expenses 7;500 Total in-kind revenues 12,800
Total project expenses 182,500 Total project revenues 182,500
(cash + in-kind) (cash + in-kind)
Exhibit 2-B: Project Budget I Revised Grant Award Budget
Name of organization: Holocaust Memorial
Project Title: Ho 1 ocaust Memori a 1 Educati ona 1 /Cultura 1 Programs
Date(s) of Project: July 1,2004 - June 30,2005
Directions: Identify and itemize cash expenses to be paid from Grant funds.
Grant awards may only be spent within budget categories declared below. Line item changes
to said Budgetshall not exceed ten percent (10%) per category, so long as said expenditures
do not exceed the total amount of Grant funds
Grant Expenses
Personnel - administrative
4,000
Marketing/Publicity
Space rental
900
Personnel - artistic
Personnel - technical
Travel (local only)
Outside artistic fees
Outside other fees
(Itemize below)
Other costs
(Itemize below)
Postage
Printing
1,500
2,000
Grant requirements:
TOTAL: $8400
Grant funds must be spent within budget categories agreed upon in grant agreement.
-- . -.-- - -All publications associated with City of Miami Beach cultural grant support must include the City of Miami
Beach logo and the following byline: 'City of Miami Beach, Cultural Affairs Program, Cultural Arts Council."
Grant funds may not be used for:
· Remuneration of City employees for any services rendered as part of a project receiving a grant from
the City of Miami Beach Cultural Arts Council
· "Bricks and mortar" or permanent equipment (permanent equipment necessary for proposed project
may be purchased if the price is less than what is would cost to rent the equipment)
. Debt reduction
. Out-of-county travel or transportation
. Fundraising events
. Hospitality events
. Events not open to the public
....t'1lJd.~'~IlI~Jl\.. u.r Ql..d.l..l.: .,)1(..J..I.~VVt;. J\.'.~,v ~MUL:. J./oJ
l l I I:. r I t. J I ~ 1\
~~~~~~~~~~~~~~~~~~~~~~~
ul?1ll~~ ~ n'GI1()'Gd'l'\~rf()~t1()'tlan\;Jr1nt;fJn\;lQo':;r10~QOt:lrJ()~~10\';r.1()~c10t~j/;1nMn1.:lf/nMO\.~
~ f. ...~ ~~~
I 0 ~I ,
~~~ ~ti..te~. ..- . 10 It 'tJ ~Q~
'f.l~ t, ::.=-= . 4v I tll "()~
I . - . ~
c . ~uc
-() ~~
~~ ~p
~Oh ~()J.~
~]u U ~
~ y
if 0\1 ?o~
~ lIlrpurtmrlll u[- ~tutr ~Vf:
~~ ~~
!lU~ ~\VJJ
~""'c . JllC
~Tn\.'l I certify from the records of this office that HOJ.OChlJS'l' ME/10HllIL aniJ
~~~e= COMMITTEE, INC. is a corporation organized under tllC 1<l1</[3 of thp. ~1:Plt.p. of ~lVP
O~ Florida, filed on April 11, 1986. r,OTI
~~ ,~ra
~1 The docUlnent number of LIds corporation is N14347. ~()D
~~ . W~
~h~ I further certify that sPlid corporation has paid all fE'p.s due thi:: office ?i)<;
~tJ);1 through December 31, 2001, that its most recent an:,ual report/unifc'rm t{vl~
3A~ business report was filE'd on April 2, 2001, and its status is active. :..~C
r." ..., "'Cl'i0
~Q~ :WP-
:1f}B I further certify that said corpol'ation has not filed Articles o[ ;.).",c
In Dissolution. r((j\,;
~ ~
r;tn I further certify that this is an electronically trilnsll1iLtcu certificate ;;'A~
~'lB authorized by section 15.16, FlQri.da statutes, and <luthenticated by t.hp. 5'J~
;},O'\3 code, 602AOOOl7216-U32202-N1434'] -1/1, noted belNI. ,,,en,,
~ '~
~Jl~ ~~C
r.f{)\j Given under my hand and the c:(),~
~VQ Great Seal of the State of Florlua, t:V;)
~'fi~ at Tallahassee, the Capital, till,'; U1C' ;;n~
S!tJ1:! 'fwenty-second day of March, 2(J()2 ~'\VP
~ Ji\~
~IU~ Authentication Code: 602A0001721G-OJ2202-N1434'!1/ 1 ~V~
.M ~.fu
![;! ~'.vLl
:l C :>"C
r. n ~ ;::()\J
~~~ bYe
~ ~"()\j
lu "'.uJ~
~ ~UC
~B (~.j
~ .... :>,,<;;
~;()'o
~VE I-UP
Ic ;>'\~
l1 ;,;()i~
~w~ ~Vt
~ ti()"\\l
"'Ut;
~ r~i{il(rb.c' '~lrYi5 ~lA~
~ . '. . J~ ....../1' ".vJ-
.... .... ~, ~ '-,' I - ';\J - ~.(c
~N:"'" .j. ~ . . 'I'J;.I" 11'1'1111' 'b'lIIl'l'I'" ~'^'J
,. '''"00 we 1 I" , - - r; - 1./lJl
I'n <~;rcn'lHl'lJ llf,~t/lk ~v.e.
~ CR2E022 (1-!J!J) . rJ()'"
~~~' ~~P-L1VP~kVP->.\Q. 1~~\VP~\Ut2~VP-g1,V12~l}~~VO~\J.P\:.i.\J~~V~~V~~V~~D' V~~~l)~
~ Q QQ CO CD,).l.CO~C::O"CO":COKC::>"C::>)\c::>~co:(.....-",C:....uC:Du.....vu.........U:..........u..... ,/'......".....
ili' ~ ~ ifl'i'f::.i1l'\br'ff\t;.,tf'ib,'jf\b ,'j^tf,i1(\bF1f'ibdf\~.-.lf'1t'.'-;^I, ~JI'\t-..-.Jf\t-.:cr^>:;'r;;l\~rJ()\-."':()\"1
PAGI! 113- RCVDAT ~/2V20D2 tD:J2:3J Arlt (EUI,rn9hndiUd Tlm~I' SVR:FTlFAX/10. U"15:"001. C6IU:U!JJlII1ll!lll of Sti'tl~' DI IP.^T IOU (1t1rn.~~).f) I..U
PAGE ~r~' RCV!?~.!}!~212.0Jl2.10:48:31 AM IEast,rn SI."ct.,d Tim," SVR:FTLFAXH' 01IlS:)919' CSI0:9~1 I~ I 1990' DURA TlOII '''''''.''1'''.1';
f/rJd-OO ()O 6.0J' W J' ~
, ,
AKIICLES OF A/\IENVi\lENT
TOTIIE
,\InICI.ES OF INCOHI'OHATION
OF
1I0LOl'AIJST 1\1 i<:1\lOIUAI. CO/\II\IIIII:1:. 11\'(.
The following provisi"lI of Ihe Arlicles orlncorporalioll or 111)f ,()( 'f\ liST /\1 E/\ IOI{ IA L
COMMITTEE, I NC, a Floritla corporation ("Corporal ion"), ('i!;III,T NllnJ!lcr I--J I.II.I} is Ilcrel>....
amended as shown below:
Paragraph 13 0 r ^ 11 iele I J of lilt: Alliell's of Incorporatioll () r I h is Curpor:ll,oll i:; ,1I11\'II<I('d I"
read in its entirety as follows:
ARTICLE II
l'URI'OSES
B. For the advancement and creation of, mId SlHJllsl1ring cultural c,Xhilllls :111.1
educational programs in connection wilh the llolocaust I\.klllorial locall:d al 1'13.\,1 '1<15
Meridian Avenue, Miami Beach. Florida 33139, and all olher Plll'J'(lSC~ lcl,lled Ihel ell'.
The furegoing amcndment was adopled by the Board of [)ncclors of Ihe Curporal1"n on
March If, 2002,
The foregoing al11enlhllt'lll oflhe articles of incorporation of Illc corl'()1.1! iOIl was alii ""III'['d
by the unanimuus written COllsenl of all ufthe mcmbers ol'the CO!JHJlalloll l'ntllkd 10 '"le (Ill said
amendment of the articles oftncorporation on !\l~udl / f. 2002. .
IN W1TNESS WHEREOF, the ulldersiglled. heing the Vice "'c"idenl "rlhv Cll1l)(\laliulI. ha:;
executed these A,ticles of Amendment as or f','lareh /8.2002.
HOLOCAUST l\'IE.MOHlt\LCOI\oJ/\nlTI~J[, INC
INC, a FloriLla corpora/jolJ 1101 for "rolit
/)
l/
By:
1'11.'6&(,1 S7, I
Hod. 0 0 0 0 &, 0 J fc S S-
PACE 3/5' RCVD AT 312212002 10:U:32 AM IEIS'ern Standard Tlrne!' SVR:FTlFAm . DtlIS,3929' CSID:95.' lB.' i996' DURA 1I0tll"'nH<,m_l~
HfJoL{)()O 0 (p 00 I...> <l J
STATE OF FLOJUDA
COUNTY OF-DCLd~
I
) '<;S
)
I HEREBY CERTU;Y that on this day, bcfore me, an o/Jicl'1 dllly aut hill ilCd ill [he Slate
aforesaid and ill the County afuresaid to take acknowledgments, the fureguing instrumellt was
acknowledged before me by llAHHY n. SMITH, the Vicc P,csidenl (If' IIOLOCAUST
MEMOIUAL COMl\fflTlm, INC, n Florida 1I0t fOI" prufit cUI'JlIIJ':I1 ifill, lI.ccly and VIlI 1I1ltar ill'
under authority duly vested ill him by said corporation and that the seal allixed therelo is I he Inle
corporate seal uf said cOlporatiol.1. '.Ie is~ona1Iy ktlolVn lu J~r wllu has prllduccd
r) I ,q as tdentlficatlOn. _. ____..
WITNESS lilY hand amI oillcial seal in the Coullty aud Slale J.lst allJl esaid this / 't day
.-.-.- ,
of March, 2002.
rr{~Lo:r:d)~-2J
Nolary Public .
~-r~_~.n.."';-U l'OJe.
Typed, printed or stamped nallle of Notary Public
My Commissiou Expires:
~~'~"',..
..... .~ MARLENE P. DIAl
.{'i&'~) MY COMMISSION' CC 721471
-?1iJ;JJ1 EXPIRES, M8lth 24. 2002
Bonded ll1fu NotIfY Public I!ndenorllefS
MIA:1G2881:1
!-IOcA.O 00 0 & () :r t, f ~)
PAaE 415' RCVD AT 3/2212002 10:U:J2 AM IE.stetn Sl.nd.rd TI""t' SVR:FTLfAXI~' OruS:J929' CSIO:9~11UI199U' DURATIOlllnulI."I:OJ_16
~)I II ,) Y /
,
"/1
flH'l'ICLES OF INCOHI'OHI\'I'IOII
OF
1I0U)(:I\US'l' 11CHOHll\!. COHM [T'I'I~I':, I Nt:.
__0~(2.!J!:2!:._~t i ~!~~-.!:~L_I' I ().!:L'.__..
/
,
I'" .
'. ",
~.
1
.' .,
"
'.
1\ It'\' I C l. E
tlMm
The nilmc or the Corporiltion is "I\olocaust ~lemor i.i11
Committee, Inc." Tile plilce o[ business :;llalIIJl! Ill\. I.incoln HDad
Mall, Eighth ~'loor, Miami Bcuch, Floritli1, .llt.l').
I\!\'!'[CLE [I
I'll It POS ~~S
1\. 'I'r) provide [or the erection ilnd lIlaintenilnce of
a Holocaust memorial monument ilnd the adVilrlcement of education
relilting thereto.
U. [.'or the advuncement of (','lirJioll, chari.!.y,
education and any other related or corrcsplJndin<j charitable
purposes by the distribution of its funds ("r such purposes.
c. To operate exclusively in any other lIlanner for
such religious, chilritable and e:luciltionill purpo:;cs a~; will.
qualify it as an exempt organization under :;ecLlon SOI(c) (3) of
the Internal Revenue Code or 1954, as i1rnendl'd, or ulI!ler ilny
corresponding provi:iions or any subsequent L'eueral tax laws,
covering the distributions to organization~; quarried ilS tilX exempt
or g ani Z iI t i 0 II S U 11 d e r L h e 111 t c r 11 al It eve II U e C (l cI e, i lie III din '.I l'l i vaL e
foundations and priv.:lte operilLing foundatilJnr;.
5MI'H" "'''''un.tn, "'" AllUllfll_V5 AI LAW III111P.COUI "OAU ~~All '.'IAM! "'Afll IIDllln" 111)'1
1\ WI' I C!, E I [l
'!'GHN 01' EX I S'I'ErIC!::
This Corpor.lLiun is La exisL pcrpelll.1Lly.
I\nTICLE IV
QUI\LI F lCI\'l' 101'15 FOn HEHI\I':Il~j
The qualific,ltions for members in Ute manner of their
admission shall be a~3 regulated by the By-Laws or: LIds Corp<Hillion.
nH'l'lCI,E V
IN ['['Inl, nEG I S'l'EnED OFF ICE MID IU:C I STEHlm I\G!~rl'L'
The sLreet c1ddress of the initial rC<Jistered office of
this Corporation is c/o Smith & Mandler, p.n., 1111 Lincoln Hoad
Mall, Eighth Floor, ~liami IJeach, Florida, :1J139, ancl Lhe nil,me of
the initial Registered Agent of Lhls CorporclLioll at Lhal: adllress
is DAN P. IIELI,EH.
^,l'l'ICLE VI
DIREC'l'OHS
This Corporation shall have three direcl:or~; iniLi,llly.
The number of directors may be increased or diminished from time
to time in such lIIanncr as may be prescribed by Lhe lJy-Lilws, but
shall never be less than three.
The names ilnd street addresses of Lhe iniLiill directors
of LIds Corporation ,He:
DI\N p. IIELLEH
1111. L i n C 0 L II Il 0 oJ d ", il 1[
Eiglllh Floor
~liilltli Deach, L"lor ida, JJlJ9
-2-
'S.UtII 1} ""'MtH.t_ .. A 'tH)I1tll't~ A' l....w. 1111 lIttCOll' nOAU t-tAlL '''A-I.'' f11 .....,." rlUIIH1..... 'IIJ')
J,,""'''i''ll>iii
IHTCIIELL S. FUEHS'L'
I.ll.l Lillcolll !toad r~aLl
r; I lJ 111 II I" I 00 r
IH a IlIi 1\ f' it ell, I' lor i d tl , lJ I ) ')
IIT\HHY 11. SIU'l'1I
\.11 1. L i nco 111 H'Jitd r.lal
Eiqhlh Jo'IOlH
~I Lalli i Beach, ["lor ida, )) 1)\J
Except (or tile initial Board or Di r('l:l.or5, wllo!ic naIllC!;
appear above, the [JOiHd of Dircctors sllall 1;(' el.ecLcd or i1ppoinLcl]
as provided in the By-Laws.
T\!t'['ICLr. VI I
I NCOHrOnT\'l'On
The name antI street address or the incorporator, lH~inlJ
lhe subscriber to the!ie T\rlicles of Incorporation is:
DT\N P. ilELLEH
111]. [,inc01n (load 1-1.111
r.i<JhLIl Floor
Miami flcach, Floridil, ))1)9
T\H'l'IC[,E VIII
BY-[JT\\'lS
provisions (or the regulation or Llle intcrnal aUe1irs of
lhe Corportion, except as provided in the!ic ^rtic1cs, 5h1111 be
determined and fixel] by the ny-Laws as adopted by the Board or
Directors.
T\H'[' ICLI~ I X
T\C'!'IVI'I'IES
^ . rlo par t 0 f the net e a I' n i II (1!1 f) r 1.11 l~ Cor l' 0 r at ion
shall inure lo the benefit 0(, or be dislrilJlItabl.e Lo its members,
directors, officers, or other private per!;!)ns.
-)-
5...."",. MAUOltn '-A ""'O'''IfYS ". tAW''', t.1UCOlU "OAO """".1 MIAM' III "f~" 110111".... 1111'1
U. 110 :;UIJSlulltiul purl oE till' <leI ivity tJ[ I.lIe
Corporation shall be tile carrying on o[ prOp(JI)illl<la, tJr (J1.I\f'lwi!;(~
attcmptin(J to infl.uence lC(Jislation, illlll till' CorporatitJn :;11,111 nul
participate in, or intervene (illcluding the 1l\11J\.ishillq or
distribution o( statements) in any politicill campai{Jn nn hellalf q[
any candidate (or puhlic office.
C . tI 0 L w i L h s l and in <J any 0 L h eLL) r 0 vi:; i ()" l) I U \(~ ,; e
Articles, the Corporation shall not curry 011 allY other ilctivi.Lie!;
not permitted to be Cilrr ied on (a) by a corporal: iOIl exempl: from
Federal income tax ullcler Section SOl(c) (J) o[ the Inlernal Hevenuc
Code or (b) by a corporation, contributions 1.0 which ille
deductible under Section 170(c)(2) of: tile Inl.crnill Hevenuc Code.
D . No l wit h s tan tl i n <J any 0 the r pro vi!; ion i n l,ll r~ s e
^ r ti c 1 e s, t his Cor po r ,] ti 0 n s hall no I: e IHJ a (J c i n lIll y a c li v i li C!j 0 r
exercise any powers that are not in (urther~1I1Ce o[ lile purposes of
this Corporation.
1\ H'I' Ie LI~ x
O'l'IIEH PHOVISlotl!;
1\. Tile Corporation shall hil\,(' l:he pOIJer to do ill!
lawful acts necessary or desirable to carry out its purposes
consistent wilh the provisions of r'lorida 51 atules Sectioll G17 alH.l
Section SOl(c) (]) of: lhe Internal Hevenue Code.
D. I\mendments. 1\11 prov i S j,ln:; 0 f these I\r l ic I e~;
of Incorporation shall be subject to ilmendlllll\l:, cOl1sisl:enl. wilh
- 4-
SMIII'" l.tAunttn rA. "'11011111'1'; AI t...w IItll1f1cntU no,," f.4.llt "''''" H'AC.II 'tOlllll'" )111'1
provisions of Florida Staute Seclion 617 .:llld
:;(~cL iOIl
/.//
.. I~""
. .)
'JOI (e:}'I]) "or
the Internal Revenue Code.
,
I^
U
c . \) i :;" 0 I' i I inn . U po n l h r d i .; ~; () III t i () II II f , I'",
Corporillion, any as!jr~ls rcmaininlJ thereafter !;h,lll l)(~ cOllveyed Lo
such orrjanization or o[<jallizations as shull lJe ~;clecLed by the
affirmative vote o( two-thirds (2/)rdB) of the lJirector!; elll:iLlell
to vote in respect thereof, provided, however, that such
organization or organizations shall be exemi1!: ullller Section
SOl(c) ()) o( the Internal Hevenue Code.
I\IIY slIch tl!;se ts Ilot so
disposed o( shall be disposed of by a court. o( competent
jurisdiction in the county in which the principal office or the
Corporation has been located, exclusively [or stich purpose to such
organization or orYi1l1izations as such cOllrt !;hilll r1etermiJlli, which
are organized and operated exclusively (or such purposes.
I\HTICLE Xl
ACCEP'l'MIC8 OF HEGISTEHElJ AGEllT
DI\N P. IIELLEH having been named to accept service of
process [or this Corporation, at the place r1esiejnated ill the
Articles o[ Incorporation, hereby agrees to dct in the capacity of
Registered Agent, and further agrees to comply with the provisions
of all statutes relative to the
P~~\[f~pe'(o'''''''C'
[)1\11 P. IIELLEH
of
his duties.
IN WI'l'N8SS \~1I81lEOF, the undersigned Incorporator has
-5-
":'.1'1'"'' ''''.''furn f..... ."'tll1tI"Y~ AI lAW IItl ll"COltl nOAn ,..A1I I""''''' 111."'("11 1"'OIlIIlA 1111'1
subscribed to these ^rLicles o[ Incorporatioll (In \hi~; _LLr'.0 c1iJY
of I\pril, 1906.
S:~/,'c-Il CG~~I____~___
DI\Il l'. IIEI:\,I':ll
STATE: OF FLORIDA
"(-
.J.) .
COUNTY Of' DI\DE
DE:FOHE: NE:, the undersigned authorit'{, personally appeared
OI\N P. IIE:LLER, to me know.n anll known lo mc Lo bc the per!;oll who
executed the foregoing I\rticlcs of Incorporation iJnd he
acknowledged before me that he executed the~;c I\rlicles o[
Incorporation.
IN WITNESS WIIEHEOF, 1 have hereullll-:-r sel my halld iJ,lld
affixed my official seal in
~!-./
JI day of I\pril, 1906.
the state and County a[orcsiJid, this
n .]; ~, __
//~I'C-( /1,It S ...-;:rii!L ..~.
" ./~JI"'{Y 11ulii:\r-c, fjt~te o[ l;.l(jI:Td~
I:; 0.. ;
Ny Commis~ion Expires: 9/26/06
llllj
-(,-
., ..., .", ,..,. ,"" "...,. II'" .,..,., ,.,. ., " "".0 I '" I