Articles of Association of
Master Gardeners Advisory Association

The Master Gardeners Advisory Association is a voluntary association (the Association) initially consisting of eight (8) named board members as described on Exhibit 1 attached, and all certified Master Gardeners of the University of Florida IFAS, Pinellas County Extension.

1. The address of the office of the Association is:
   12520 Ulmerton Rd.. Largo, FL 33774
   
   The registered agent will be:
   Charles Scaffidi 16450 Gulf Boulevard, #666 North Redington Beach, FL 33708

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2. The purpose for which the Association is organized is to receive, manage, account for, and expend revenues received from activities of the Master Gardeners of the Pinellas County Extension. The funds will be used for the support and enhancement of the Florida Botanical Gardens (a Pinellas County, Florida public botanical garden), for dissemination of environmental and horticultural information and for various educational activities. The fund bank account will be managed by the Association which will be a voluntary board consisting of a minimum of five (5) members elected or appointed annually by the Pinellas County Master Gardeners. Any expenditure will be authorized by a majority of the members present at the Association board meeting.

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3. Administrative Provisions.

   1. The Association board will authorize payments by voucher approved by two members of the board. Two members of the board different from those who have signed the voucher will sign all checks.
   2. Meetings of the board will be held as needed, but no less than quarterly at a time and place selected by board members. Meetings of the Association will take place at least once a year. Minutes of the meetings will be taken and provided to members of the Association and provided monthly together with a financial voucher report to the chairperson of appointed committees and the Master Gardener Coordinator/Urban Horticulture Extension Agent.
   3. The Association will elect a chairperson, a vice-chairperson, a treasurer, and a secretary. The chairperson will preside at meetings. The treasurer will keep the financial records. The secretary will take and transcribe minutes of the meetings. The vice-chairperson will track budgeted commitments and supervise execution of vouchers. The vice-chairperson will preside at meetings in absence of the chairperson.

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4. Administrative Prohibitions.

   Notwithstanding anything to the contrary herein, the Association shall not:
   1. Engage in any act of self-dealing.
   2. Retain any excess business holdings, which would subject the Association to tax.
   3. Make any investments, which subject the Association to tax.
   4. Make any taxable expenditure, which would subject the Association to tax.

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5. Amendments.

   These Articles may be amended by a majority vote of the members of the Master Gardeners Advisory Association, as it may be constituted from time to time.

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6. Governing Instrument Requirements.

   1. Prohibited Distributions. No part of the net earnings of this Association or the activities of the Association shall be used for propaganda purposes or to influence legislation. No part of the activities of this Association shall include, or encourage, the participation of the Association or intervention in (including the publishing or distribution of statements) any political campaign of any candidate for public office.
   2. Self-Dealing. The Association members may not engage in any act of self-dealing as the term self-dealing is defined by section 4941(d) of the Internal Revenue Code (and as governed by any future amendment to or revision of the Internal Revenue Code).
   3. Excess Business Holdings. The Association members shall not retain any excess business holdings, as that term is defined by section 4943(c) of the Internal Revenue Code and within any exceptions provided by section 4934 and the Treasury Regulations thereunder (and as governed by any future amendment to or revision of the Internal Revenue Code).
   4. Jeopardy Investments. The Association members shall not make any investments in form or manner, as to incur a tax liability under section 4944 of the Internal Revenue Code (and as governed by any future amendment to or revision of Internal Revenue Code).
   5. Taxable Expenditures. The Association members shall not make any taxable expenditures, as that term is defined by section 4945(d) of the Internal Revenue Code (and as governed by any future amendment to or revision of the Internal Revenue Code).

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7. Distribution of Association Income and Principal

   1. Income. Distribute the income of this Association for each tax year at such time and in such manner as not to become subject to the tax on undistributed income imposed by section 4942 of Internal Revenue Code (and as governed by any future amendment to or revision of the Internal Revenue Code).
   2. Distributions. The Association members may make distributions of Association income or Association principal, or both, to one or more qualified charitable organizations dedicated to one or more of the charitable purposes identified in this instrument.
   3. Corporate Contributions. The Association for use solely within the United States shall distribute income or principal derived from contributions by corporations.
   4. Prohibited Distributions. No part of the net earnings of this Association shall inure to the benefit of any private individual. No member of the Association will receive compensation.

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8. Termination, Dissolution and Distribution of Assets

   1. Termination of this Association requires the consent of all acting members of the Association and the Master Gardeners Coordinator/Urban Horticultural Extension Agent. Distributions of the income and property of the Association are to be made to the Florida Botanical Garden Foundation or other qualified charitable organization having similar purposes.
      The Association may not undertake any activities not permitted by section 501(c)(3) of the Internal Revenue Code. Distributions of Association income and principal shall be in furtherance of the charitable purposes of the Association.
   2. Upon the dissolution of the 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 shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assests not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principle office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
   3. Qualified Charitable Organization Defined. The term “qualified charitable organization” will identify any charitable organization that is exempt from taxation under section 501(c)(3) in the Internal Revenue Code. No amount, other than an amount transferred for full and adequate consideration, may be paid to or for the use of any person, organization, or agency other than a qualified charitable organization.

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