Agenda 02/08/2011 Item #16F1
2/8/2011 Item 16.F.1.
EXECUTIVE SUMMARY
Recommendation to donate one surplus ambulance to Edison State College via Edison
State College Foundation (Estimated Value: $6,000.00).
OBJECTIVE: To enhance the emergency medical program at Edison State College Collier
Campus through the donation of one surplus anlbulance.
CONSIDERATION: The Emergency Medical Services Department has received a request
from Edison State College for the donation of a surplus ambulance for use in their EMS program
at their Collier Campus. This ambulance would be used to instruct students in various
procedures that are difficult to replicate in a laboratory setting, such as stretcher loading and
unloading, patient care in the confines of an ambulance, emergency scene staging to name a few.
This ambulance is a 1999 model which has been retired Ji-om the fleet at 286,633 miles. It is
surplus due to its age and mileage. Asset number is 980063.
The college intends to re-letter the ambulance with the Edison logo, along with recognition to
Collier County for the donation of the vehicle. Staff recommends this donation to Edison State
College.
FISCAL IMPACT: There is no fiscal impact associated with this donation.
LEGAL CONSIDERATIONS: This item has been reviewed and approved by the County
Attorney and requires a simple majority vote. JAK
GROWTH MANAGEMENT IMP ACT: There is no impact on the Growth Management Plan.
RECOMMENDATION: That the Board of County Commissioners approves the donation of
this surplus ambulance to Edison State College via Edison State College Foundation.
Prepared bv: Artie Bay, Supervisor - Accounting, Emergency Medical Services
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2/8/2011 Item 16.F.1.
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.F.l.
Item Summary: Recommendation to donate one surplus ambulance to Edison State
College via Edison State College Foundation (Estimated Value: $6,000)
Meeting Date: 2/8/2011
Prepared By
Name: BayArtie
Title: Supervisor - Accounting.EMS Operations
1/18120118:53:22 AM
Submitted by
Title: Supervisor - Accounting,EMS Operations
Name: BayArtie
1/18/20118:53:23 AM
Approved By
Name: PageJeff
Title: Chief - Emergency Medical Services, EMS Operations
Date: 1/18/20119:00:31 AM
Name: KlatzkowJeff
Title: County Attorney,
Date: 1/26/20] I 4:30:09 PM
Name: SummersDan
Title: Director - Bureau of Emergency Services,
Date: ]/27/201] I] :03:21 AM
Name: KlatzkowJeff
Title: County Attorney,
Date: 1/27/20] I ] I: 17:23 AM
Name: PryorCheryl
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Title: Management! Budget Analyst. Senior,Office of Management & Budget
Date: 1/27/2011 3:15:05 PM
Name: KlatzkowJeff
Title: County Attorney,
Date: 1I27/20J 14:48:26 PM
Name: SheffieldMichael
Title: Manager-Business Operations, CMO
Date: 1128/201 t 2:28:45 PM
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2/8/2011 Item 16.F.1.
.
EDISON STATE
-COLLEGE--
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2/8/2011 Item 16.F.1.
January 3, 2011
Mr. Mark Lupe
Edison State College
8099 College Parkway
Fort Myers, FL 33919
Mr. Lupe,
The Edison State College Foundation, Inc., is a Florida Non-Profit Corporation, exempt under section 501(c)(3) of
the Internal Revenue Code. As required by the IRS and stated in the Foundation's Articles of Incorporation,
Section VII:
The Corporation is organized exclusively for exempt purposes, within the meaning of section 501 (c)(3) of the
Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States internal
revenue law (the "Code"), and is not formed for pecuniary profit or financial gain. No part of the assets, income
or net earnings of the Corporation shall inure to the benefit of or be distributable to any director or officer of the
Corporation or any other private individual...
...In the event of dissolution of the Corporation, the residual assets will be distributed to the District Board of
Trustees of Edison State College, or to its successor institution designated by the Florida Department of
Education, to be used for one or more exempt purposes within the meaning of section 501 (c)(3) of the Code for
the benefit of College students and programs in Lee, Charlotte, Collier, Glades and Hendry Counties.
The Edison State College Foundation does not hold capital assets on behalf of the College. Thus the gift of an
ambulance from Collier County will be immediately transferred to Edison State College property inventory and
put to use by Edison State students.
The Foundation will need a fair market value established for the ambulance by Collier County, in turn we will
provide all necessary acknowledgment letters and documents needed for Collier County to complete this gift
transaction.
If you need any further information, don't hesitate to contact me at 239/489-9036,
Sincerely,
~aCCJ9
Tracey Galloway
Vice President of Development
DISTRICT OFFICES/LEE CAMPUS
8099 COLLEGE PARKV,,'''f
FORT MYERS, FWRiDA 33919
139.'4899210
FAX 239.489-9i35
CHARLOTTE CAMPUS
26300 AIR<>ORT ROAD
PUNTA GORDA, FLClRIDA 33950
941/637-S604
rAx(ltlliG37-3500
CO~._LJER CM-1PUS
iQ07lHY CULTURAL PAnkV,'AY
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FAX::39/T!2-3790
HENDR.Y'GLADES SERVICES
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2/8/2011 Item 16.F.1.
AMENDED AND RESTATED ARTICLES OF INCORPORATION
EDISON STATE COLLEGE FOUNDATION, INC.
Pursuant to the provisions of Section 617.1007, Florida Statutes, the above-
referenced corporation, a Florida not for-profit corporation, whose original Articles
of Incorporation were filed by the Secretary of State on October 6, 1966, by
unanimous resolutions duly made on the 30th day of September, 2008, by its
District Board of Directors, who are also the sole voting members of the
corporation, hereby adopts the following Amended and Restated Articles of
Incorporation:
EDISON STATE COLLEGE FOUNDATION, INC.
ARTICLE I
The name of this corporation shall be EDISON STATE COLLEGE
FOUNDATION, INC., and its principal place of business shall be 8099 College
Parkway, S.W., Fort Myers, Lee County, Florida 33919-5598.
ARTICLE II
The objects and powers of the Corporation shall be:
I. To receive and hold by gift, bequest, devise, grant or purchase any
real or personal property, and to invest and reinvest, and to use and dispose of the
same for the purpose of providing students attending the Edison State College with
funds to pursue their collegiate training, and for the purpose of providing the
Edison State College with funds with which to acquire or purchase real or personal
property, and to pay for services for instruction and for the purpose of providing
funds to carry on any proper activity at the Edison State College.
2. To act and perform the duties of trustee or to act in any other fiduciary
capacity under any deed of trust, will, codicil, agreement, whether oral or written,
or other instrument incidental to and for the purpose of carrying out any of the
foregoing objects or matters and things kindred thereto.
3. In general to do and perfoml all things necessary and to have all
power necessary, needful and desirable to encourage, promote and provide with
funds obtained as aforesaid additional advantage to all students attending the
Edison State College, with full power, however, in the District Board of Directors,
to modifY the conditions and regulations under which any funds received shall be
spent, so as to secure the application of the funds in the best manner adopted to the
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2/8/2011 Item 16.F.1.
conditions of the time and to the needs of the Edison State College, provided,
however, that the objects of the corporation shall at all times be among the
foregoing and kindred hereto.
ARTICLE III
The membership of the Corporation shall consist of the individuals constituting the
District Board of Directors hereinafter provided, and their successors in office.
ARTICLE IV
The Corporation shall have perpetual existence.
ARTICLE V
Section 1. District Board of Directors.
The affairs of the Corporation and all its property shall be managed by a
District Board of Directors whose number may be fixed from time to time in the
By-Laws. The Constitution of the District Board and the election of officers shall
be as defined by the By-Laws.
Section 2. Title to Property.
The title to all property of the Corporation shall be held in the name of the
Corporation or as otherwise may be provided pursuant to the authority of the
Charter and By-Laws of the Corporation. Any gift, bequest, devise of donation of
any kind whatsoever to the Corporation or its District Board of Directors shall be
deemed to vest title in the Corporation.
Section 3. Executive Committee.
The By-Laws may provide for the appointment of an Executive Committee
of not less than five (5) members of the District Board of Directors, and may
authorize such committee to exercise all or part of the powers and authority of the
District Board of Directors.
Section 4. Officers.
The officers of the Corporation shall be a District Chairman, District Vice
Chairman, District Secretary and District Treasurer. Each of said officers shall be
elected by the District Board of Directors. The offices of District Chairman,
District Vice Chairman, District Secretary and District Treasurer shall be filled
from the membership of the District Board of Directors and the offices of District
Secretary and District Treasurer may be held by one and the same person.
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Section 5. Seal.
2/8/2011 Item 16.F.1.
The seal of the Corporation shall be inscribed with the following words: "Edison
State College Foundation, Inc.," and the seal shall include the figures "1966".
Section 6. Meetings.
The meetings of said District Board of Directors shall be at such time as shall be
set forth in the By-laws.
Section 7. By-laws.
The By-laws of the Corporation are to be made, altered or rescinded by the
District Board of Directors of the Corporation in such a manner as may be set forth
in the By-laws.
ARTICLE VI
The amount of indebtedness for which this Corporation may bind itself is without
limitation, with any indebtedness to be approved by the District Board of
Directors.
ARTICLE VII
The Corporation is organized exclusively for exempt purposes, within the meaning
of section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the
corresponding provision of any future United States internal revenue law (the
"Code"), and is not formed for pecuniary profit or financial gain. No part of the
assets, income or net earnings of the Corporation shall inure to the benefit of or be
distributable to any director or officer of the Corporation or any other private
individual, except that the Corporation shall be authorized and empowered to pay
reasonable compensation for services rendered to or for the benefit of the
Corporation, and to make payments and distributions in furtherance of any of the
purposes set forth in Article II of these Amended and Restated Articles of
Incorporati on.
No substantial pari of the activities of the Corporation shall be devoted to carrying
on propaganda or attempting otherwise to influence legislation and the Corporation
shall not participate in, or intervene in (including the publishing or the distribution
of statements), any political campaign on behalf of any candidate for public office.
In the event of dissolution of the Corporation, the residual assets will be distributed
to the District Board of Trustees of Edison State College, or to its successor
institution designated by the Florida Department of Education, to be used for one
or more exempt purposes within the meaning of section 501(c)(3) of the Code for
the benefit of College students and programs in Lee, Charlotte, Collier, Glades
and Hendry Counties.
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2/8/2011 Item 16.F.1.
Notwithstanding any other provisions of these Amended and Restated Articles of
Incorporation, the Corporation shall not carry on any other activities not permitted
to be carried on (a) by a corporation exempt from federal income tax under section
5OJ(c)(3) of the Code, or (b) by a corporation, contributions to which are deductible
under section 1 70(c)(2) of the Code.
Any amendments included herein have been adopted pursuant to section 617.1002,
Florida Statutes, and there is no discrepancy between the Corporation's Articles of
Incorporation as heretofore amended and the provisions of these amendments and
the omission of matters of historical interest.
The foregoing Amended and Restated Articles of Incorporation primarily restate
the Articles of Incorporation, but also contain certain other amendments. Attached
hereto as Exhibit A is a document which illustrates the changes made by the
Amended and Restated Articles of Incorporation. Deletions are struck through and
additions are underlined. The number of votes cast for the Amendment was
sufficient for approval.
IN WITNESS WHEREOF, the undersigned officer of the Corporation has
executed these Amended and Restated Articles of Incorporation as of the 30th day
of September, 2008
EDISON ST A TECOLLEGE
FOUNDATION, INC.
a
BY: -
Bruce Schultz, District Chairman
Amended and Restated Articles Executed November 25, 1997; May 27, 2003; May 25, 2004;
September 30,2008
G:; artictesandbytaws12008articles 9/30/2008
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