United Haitians Association of SW FL Inc.
d/b/a United Haitian American Association
(L'Association pour L'Unité Haitienne du Sud-Ouest de la Floride, Inc.)
A non-Profit Organization

ARTICLES OF INCORPORATION
OF
UNITED HAITIANS ASSOCIATION OF SOUTHWEST FLORIDA INC

A Non-Profit Corporation

We, the undersigned, acting as incorporators of a non-profit corporation under Chapter 617 of the Florida Statutes do hereby adopt the following Articles of Incorporation:

ARTICLE I

The name of the corporation shall be United Haitians Association of Southwest Florida, Inc.

ARTICLE II

The initial registered agent of this corporation is Reverend Archange Fils Aime and the street address of its initial registered office is 721 SW 6th STREET, CAPE CORAL, FLORIDA, 33991 The mailing address is PO Box 151305, Cape Coral, Florida, 33915.

ARTICLE III

The purpose for which this corporation is organized are mainly charitable, cultural and educational within the meaning of Section 501(c)3 of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Law and Chapter 617 of Florida Statutes. In furtherance of such purposes, the Association shall have the power to:

1. Enrich the lives of all residents by promoting an awareness of the Haitian culture through music, dance, theater, arts, food, education and sense of community.

2. Perform all the duties and obligations of the Association.

3. Collect membership dues, receive donations in cash and all monies from any lawful means; and pay all expenses incidental to the conduct of the business of the Association.

4. Acquire by gift, purchase or otherwise own, hold, and maintain, sell, transfer, dedicate to public use or otherwise dispose of personal property in connection with the affairs of the Association.

5. Have and exercise any and all powers, rights, and privileges that a non-profit corporation organized under Chapter 617 of the Florida Statutes by law may now or hereafter have or exercise.

1. The Association is organized and shall be operated exclusively for the purposes set forth above. The activities of the Association will be financed by dues from members and no part of any net earnings of the Association shall be distributed to any member.

2. No part of the net earnings of this corporation shall inure to the benefit or be distributable to any member, officer or director of this corporation or any private individual (except that reasonable corporation effecting one or more of its purposes).

3. The Association shall not carry on any other activities not permitted to be on by an organization exempt under Section 501© 3 of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.

ARTICLE V

The period of duration of the Association shall be until dissolved by the membership.

ARTICLE VI

Membership is open to any person who is willing to assist the advancement of the cause of this association.

ARTICLE VII

The name and residence address of each acting incorporator is:

NAME ADDRESS

Marie Louise Louis 4713-A SE. 4^th Place - Cape Coral, FL 33904

Edwing Moretta 405 NE 14^th Place - Cape Coral, FL 33904

Gracieuse Joseph 5443 11^th Ave. - Ft. Myers, FL .33907

Rev. Nazius Jean 2250 Royal Palm Ave. - Ft. Myers, FL 33901

Marie E. Andre Fils Aime 721 SW 4^th St. - Cape Coral, FL 33991

Marie Beaubrun 4322 Palm Tree Boulevard - Cape Coral, FL 33904

Lourdes F. Isidor 1333 NE 21^st Street - Cape Coral, FL 33909

ARTICLE VIII

The incorporators shall constitute the first Board of Directors of the Association. The names and addresses of such persons, who subject to these Articles of Incorporation and by-law of the corporation and the laws of the State of Florida, shall hold office until their successors are chosen and qualified.

ARTICLE IX

1. The business affairs of this Association shall be managed by the Board of Directors in accordance with the Articles of Incorporation and By Laws of this Association.

2. Initial Board. The Board of Directors shall consist of the subscribing incorporators who shall serve until a board constituted in accordance with Section B of this Article can be selected and met.

2B. As soon as practical after Incorporation, the Board of Directors shall be selected and met in an organizational meeting. The subscribing incorporators may select additional board members to serve until the first annual meeting for the ensuing Year. The election of the Board of Directors thereafter shall be in accordance with the by-laws which shall prescribe the number of directors, the manner chosen and the manner of filling vacancies. The Board of Directors shall never be less then three.

2C. The officers of the corporation shall be a president, a vice-president, a secretary, a vice-secretary, a treasurer, and a vice-treasurer and such other officers as may be provided in the by-laws. The office of secretary and treasurer way be combined and held by one person. The officers shall be elected as provided in the by-laws.

ARTICLE X

The by-laws of the Association may be made, altered, or rescinded at any annual meeting of the Association or at any special meeting duly called for such purpose, on the affirmative vote of a majority of the Board of Directors existing at the time of and present at such meeting except that the initial by-laws of the Association shall be made and adopted by the officers/directors.

ARTICLE XI

Amendments of these Articles of Incorporation may be proposed by a Board member of the Association. These Articles may be amended at any annual meeting of the Association. or at any special meeting duly called and held for such purpose, on the affirmative vote of two-thirds (2/3) of the Board of Directors existing at the time of, and present at such meeting.

ARTICLE XII

The Association may be dissolved only with the assent given in writing and signed by two-third (2/3) of the Board. Written notice of a proposal to dissolve setting forth the reasons therefore and the disposition to be made of the assets shall be wailed to every member at least sixty (60) days in advance.

ARTICLE XIII

On dissolution, the assets of the Association shall be distributed to an appropriate public agency to be used for purposes similar to those for which the Association was created. In the event such distribution is refused acceptance, such assets shall be granted, conveyed, and assigned to any non-profit corporation, association, trust, or other organization organized and operated for such similar purposes.

ARTICLE XIV

The effective date of this corporation shall be upon the filing with the Office of the secretary of state of the State of Florida.

IN WITNESS WHEREOF, we, the undersigned incorporators to these Articles of Incorporation, have hereunto set out hands and seals this 5th day of 1994.

Edwing Moretta

Marie E. Andre Fils Aime

Marie Louise Louis

Gracieuse Joseph

Marie Beaubrun

Lourdes F. Isidore

Rev. Nazius Jean

STATE OF FLORIDA

COUNTY OF LEE

BEFORE ME, the undersigned authority, personally appeared Edwing Moretta, Marie E. Andre Fils Aime, Marie Louise Louis, Gracieuse Joseph, Marie Beaubrun, Lourdes F. Isidor and Rev. Nazius Jean, who are to me well known to be the persons described in and who executed the forgoing Articles of Incorporation of the

United Haitians Association of Southwest Florida, and they did freely and voluntarily acknowledge before me according to law that they made and subscribed the same for the uses and purposes therein mentioned and set forth.

IN WITNESS WHEREOF, I have hereto set my hand and official seal, at Collier County, in said Country and State, this 5^th day of September 1994.

Notary Public, State of Florida

My commission expires: (seal)