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HomeMy WebLinkAboutBack-Up DocumentsCOVER LETTER TO: Amendment Section Div ision of Corporations SUBJECT: UNITED CEREBRAL PALSY ASSOCIATION OF MIAMI, INC. (Name of Surviving Corporation) The enclosed Articles of Merger and fee are submitted for filing. Please return all correspondence concerning this matter to following: Roy R. Lustig, Esq (Contact Person) Roy R. Lustig, P,A. (Firm/Company) 28 West Flagler Street, Suite 710 (Address) Miami, Fl 33'130 (City/State and Zip Code) For further information concerning this matter, please call: Roy R. Lustig, Esq. At ( 305 ) 371-4213 1 (Name of Contact Person) (Area Code &.Daytime Telephone Number) Certified copy (optional) $8,75 (Please send an additional copy of your document if a certified copy is requested) STREET ADDRESS: Amendment Section Division of Corporations Clifton Building 2661 Executive Center Circle Tallahassee, Florida 32301 MATTING ADDRESS: Amendment -Section Division of Corporations P.O. Box 6327 Tallahassee, Florida 32314 ARTICLES OF MERGER (Not for profit corporation) The undersigned, being the president of UNITED CEREBRAL PALSY ASSOCIATION OF MIAMI, INC., A Florida not for profit corporation, and HOPE CENTER, INC., a Florida not for profit corporation , hereby execute these articles of merger, pursuant to § § 617.1105, Florida Statutes which shall be filed in the office of the Florida Department of State. ARTICLE I Plan of Merger A copy of the plan of merger is attached hereto as Exhibit "A". ARTICLE Et Approval The plan of merger was adopted by UNITED CEREBRAL PALSY ASSOCIATION OF MIAMI, INC, at a meeting of its directors held on October 30, 2013. The n»mber of votes cast in favor of the merger was sufficient for approval. The vote was unanimously in favor of the merger. The plan of merger was adopted by HOPE CENTER, INC, at a meeting of its directors . held on October 30, 2013. The number of votes cast in favor of the merger was sufficient for approval. The vote was unanimously in favor of the merger. ARTICLE TIT Surviving corporation The surviving corporation is United. Cerebral Palsy Association of Miami, Inc., a Florida not for profit corporation. ARTICLE IV Merging corporation The merging corporation is Hope Center, Inc., a Florida not for profit corporation. ARTICLE V Effective Date The merger shall be effective on July 1, 2014. IN WITNESS WHEREOF, the undersigned have executed these articles of merger on October 30, 2013. UNITED CEREBRAL PALSY ASSOCIATION OF MIAMI, INC., a Florida not for profit corporation. ello, President E CENTER, INC., a Florida not for profit corporation. A'ello, President PLAN OF MERGER OF UNITED CEREBRAL PALSY ASSOCIATION OF MIAMI, INC. and IIOPE CENTER, INC. This is a plan of merger between UNI1'hD CEREBRAL PALSY ASSOCIATION OF MIAMI, INC., a Florida not for profit corporation and the HOPE CENTER, INC, a Florida nor for profit corporation in compliance with § 617,1101, Florida Statutes, ARTICLE I Constituent Corporations The name of each constituent corporation is UNITED CEREBRAL PALSY ASSOCIATION OF MIAMI, INC., a Florida not for profit corporation ("UCP"); and the HOPE CENTER, INC, a Florida not for Profit corporation (the "Hope Center"). ARTICLE It Merger Pursuant to Florida Statutes§ 617.1101, the Hope Center shall be merged into UCP (the "merger"). ARTICLE it Surviving Corporation UCP shall be the surviving corporation of the merger. ARTICLE IV Articles of Incorporation The_articles—of_in._orporation es_amendied, of UC_Ein effent immediatel_ _lefore_the merger shall continue shall not be changed by the merger and shall continue to be its articles of incorporation subsequent to the merger. 1IPage Exhibit "A" ARTICLES V Directors and Officers The directors and officers of UCP immediately before the merger shall continue to be the directors and officers immediately following the merger. ARTCILE VI Assets and Liabilities On the effective date of the merger, July 1, 2014, the separate existence of Hope Center shall cease and UCP without further action shall possess all of its rights and privileges immediately preceding the merger. All assets of any nature of the Hope Center without further action shall be vested in UCP immediately following the merger. Following the merger, UCP shall be responsible for all liabilities and obligations of the Hope Center. Any claim existing or action or proceeding pending against Hope Center may be continued as if the merger did not occur or UCP may be substituted for the Hope Center in any such proceeding. Neither the rights of creditors nor any liens on the property of the Hope Center shall be impaired by the merger. ARTICLE VTi Effective Date The merger shall be effective when the articles of merger are filled with the Florida Department of State, or such other time specified in. the articles of merger. ARTICLE VIII Abandonment Notwithstanding anything contained in this plan to the contrary, this plan of merger may be terminated and abandoned by the board of directors of UCP or the board of directors of the Hope Center at any time before the filing of the articles of merger. 2IPage IN WITNESS WHEREOF, this plan of merger has been executed by the undersigned officers on October 30, 2013. UNITED CEREBRAL PALSY ASSOCIATION OF MIAMI, INC., a Florida not for profit corporation. iello, President HOPE CENTER, INC., a Florida not. for prr corporation. By Jos iello, President Wage ACORD TM CERTIFICATE OF LIABILITY INSURANCE (MINDEVYYYY DATE 06/01/2014 ) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Non -Profit Insurance Services, Inc. 1525 International Parkway Suite 2021 Lake Mary, FL 32746 CONTACT NAME: peter Herron PHONE FAX (A/CANo,Ext): (407) 936-2132 (A/C No); (407) 936-2482 ADDRESS: peter.herron(O7npis,com PRODUCER INSURER(S) AFFORDING COVERAGE NAIC # INSURED United Cerebral Palsy Of South Florida, Inc. 2700 West 81 st Street Hialeah, FL 33016 INSURER A: Great American Alliance Insurance Company 26832 INSURER B: Great American E & S Insurance Company 37532 INSURER C: Wesco Insurance Company 25011 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTADING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTA N, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD (MM/DD/YYYY) (MM/DDNYYY) GENERAL LIABILITY EACH OCCURRENCE $1,000,000 COMMERCIAL GENERAL UABIUTY DAMAGE TO RENTED PREMISES (Ea Occurrence) $1,000,000 �'I CLAIMS -MADE MED EXP (Any one person) $5,000 I X 1 1 OCCUR B X B1692713054MMU-13001 06/01/2014 06/01/2015 PERSONAL&ADVINJURY $1,000,000 GENERAL AGGREGATE $3,000,000 GEN L AGGREGATE LIMIT APPLIES PER: PRODUCTS — COMP/OP AGG $3,000,000 X 1POLICY n PROJECT n LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ 1000000 r I X ANY AUTO BODILY INJURY (Per person) ALL OWNED AUTOS BODILY INJURY (Pereccident) A X CAP0518732-13011 06/0'1/2014 06/01/2015 PROPERTY DAMAGE (Per accident) SCHEDULED AUTOS _ HIRED AUTOS NON -OWNED AUTOS UMBRELLA LIAB OCCUR EACH OCCURRENCE — AGGREGATE EXCESS LIAB CLAIMS -MADE DEDUCTIBLE RETENTION WORKERS COMPENSATION Y/N AND EMPLOYERS' LIABILITY x WC STAT OTHER LIMITS fir— ANY PROPRIETOR/PARTNER/EXECUTIVE 1 y E.L. EACH ACCIDENT $1,000,000 C OFFICER/MEMBEREXCLUDED? I - N/A WPP1100792-01-14001 06/01/2014 06/01/2015 E.L. DISEASE — EA EMPL $1,000,000 (Mandatory In NH) If DESCRIPTION der DESCRIPTION OF OPERATIONS below E.L. DISEASE — POLICY LIMIT $1,000,000 B Professional Liability (Claims- X B1692713054MMU-13001 06/01/2014 06/01/2015 $1,000,000 Made) DESCRIPTION OF OPERATOINSILOCATIONSNEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space Is required Proof of (insurance only. RE:Supported employement services for students with disabilitiesvia contract with Miami Dade County public Schools. Certificate Holder as designated organization is an additional insured as respects General Liability, subject to the terms, conditions & exclusions of the policy. CERTIFICATE HOLDER CANCELLATION City Of Miami Department Of Purchasing 444 SW 2nd Avenue 6th Floor Miami, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Peter . Aterron ACORD 25 (2009/09) © 1988-2009 ACORD CORPORATION. All rights reserved.