About Us

HIGHER LEVEL FOUNDATION, INC.

THE UNDERSIGNED incorporator of these Articles of Incorporation, being a natural person

competent to contract, is desirous of forming a Corporation Not for Profit, pursuant to Chapter 617, of the Laws of the State of Florida.

ARTICLE I

The name of this Corporation shall be:

HIGHER LEVEL FOUNDATION, INCORPORATED

ARTICLE II

PRINCIPAL OFFICE AND MAILING ADDRESS: The principal office of said Corporation

shall be located at 1744 Independence Blvd., Sarasota, Florida 34234, and the mailing address of said Corporation shall be 1744 Independence Blvd., Sarasota, Florida 34234. The Directors of the Corporation may change the location of the principal office and the mailing address of said Corporation from time to time.

ARTICLE III

NON-PROFIT PURPOSE: This Corporation is organized exclusively for charitable, religious,

educational and scientific purposes within the meaning of IRS Section 501(c)(3), including the making of distributions to organizations that qualify as tax exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or corresponding sections of any future federal tax code; and is authorized to exercise such powers as are in furtherance of its exempt status and for purposes for which a corporation may be formed under the Florida Not For Profit Corporation Act.

PURPOSES: To acquire funds and other assets by gift, donation and otherwise; to hold and invest the same; to provide funds and promote such activities for such charitable, scientific and educational purposes as the Board of Directors may determine from time to time; and to do all other things necessary or desirable in connection with the foregoing purposes.

ARTICLE IV

POWERS: This Corporation shall have and exercise all the powers of non-profit corporations under the laws of the State of Florida which are convenient or necessary to effectuate the purposes of the Corporation.

LIMITATIONS ON POWERS:

(1) No part of the assets or net earnings of the Corporation shall be distributable to or inure to the benefit of, its members, if any, directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III hereof.

(2) No substantial part of the organization's activities shall be the carrying on of propaganda or otherwise attempting to influence legislation.

(3) The Corporation shall not directly or indirectly participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

(4) The Corporation may not pursue objectives or engage in activities which will characterize it as an action organization.

(5) Notwithstanding any other provision of these articles, 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 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

(6) The Corporation will distribute its income for each tax year at a time and in a manner as not to become subject to the tax on undistributed income imposed by section 4942 of the Internal Revenue Code, or the corresponding section of any future federal tax code.

(7) The Corporation will not engage in any act of self-dealing as defined in section 4941(d) of the Internal Revenue Code, or any corresponding section of any future tax code.

(8) The Corporation will not retain any excess business holdings as defined in section 4943(c) of the Internal Revenue Code, or the corresponding section of any future tax code.

(9) The Corporation will not make any investments in a manner as to subject it to tax under

section 4944 of the Internal Revenue Code, or the corresponding section of any future tax code.

(10) The Corporation will not make any taxable expenditures as defined in section 4945(d) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

ARTICLE V

TERM OF EXISTENCE: The term for which this Corporation is to exist shall be perpetual,

unless sooner dissolved pursuant to the provisions of Florida Statute 617, as amended.

ARTICLE VI

The first Board of Directors of this Corporation shall adopt By-Laws consistent with these

Articles of Incorporation. Thereafter, the By-Laws may be altered, amended or rescinded by the Board of Directors as provided by such By-Laws.

ARTICLE VII

DISTRIBUTION OF ASSETS UPON DISSOLUTION: The assets of this Corporation are

dedicated to the exempt educational and charitable purposes within the meaning of IRS 501(c)(3) described in Article III above. Upon the dissolution of this Corporation, the 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 as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the

principal office of this Corporation 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.

ARTICLE VIII

NAME AND ADDRESS OF INCORPORATOR: The name and address of the incorporator to

these Articles is as follows:

NAME: David Polimeni 

ADDRESS: 1744 Independence Blvd. Sarasota, Florida 34234

ARTICLE IX

The street address of the initial registered office of this Corporation shall be 2501 S. Tamiami Trail, Sarasota, Florida 34239, 

ARTICLE X

BOARD OF DIRECTORS: The affairs of this Corporation shall be managed by a Board of

Directors consisting of at least three (3) persons, as determined by this Corporation's By-Laws. The method of election of the persons who shall constitute the entire Board of Directors shall be as provided in this Corporation's By-Laws. The officers and directors shall perform such duties, hold office for such terms, and take office at such times as shall be provided by the By-Laws of this Corporation.

The names and addresses of the persons who shall serve as directors until the first election are:

NAME: ADDRESS: 

David Polimeni 1744 Independence Blvd. Sarasota, Florida 34234

Maria Polimeni 1744 Independence Blvd. Sarasota, Florida 34234

Anthony Sabella  2501 S Tamiami Trail Sarasota, Florida 34239

ARTICLE XI

AMENDMENT OF ARTICLES OF INCORPORATION: These Articles may be amended by a

majority of the directors present and voting at any regular or special meeting of this Corporation, provided, however that these Articles of Incorporation shall not be amended unless written notice is first given of the proposed Amendment to each and every director of this Corporation, ten (10) days prior to the regular or special meeting of this Corporation; provided, however, that any amendment will not adversely affect the status of this Corporation as an organization qualifying under Section 501(c)(3) of the Internal Revenue Code.

ARTICLE XII

INDEMNIFICATION: The Corporation shall indemnify any person who was or is a party or is

threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil or criminal, administrative or investigative (whether or not by or in the right of the Corporation), by reason of the fact that he is or was a director or officer of the Corporation, against any and all expenses (including attorney's fees, Court costs and appellate costs and fees), judgments, fines and amounts paid in settlement incurred by him in connection with such action, suit or proceeding, except for an officer or director who is adjudged guilty of willful misfeasance or willful malfeasance in the performance of his duties. Such right of indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs and personal representatives of such person. Provided however, that if any past or present officer or director sues the Corporation, other than to enforce this indemnification, such past or present director or officer instituting such suit shall not have the right of indemnification hereunder in connection with such suit. The Corporation is authorized to purchase insurance to provide funds for the indemnification hereinabove set forth, and, if such insurance is purchased but the proceeds of the same are not sufficient to cover the cost of indemnification, then the deficiency shall be paid from Corporate funds. This indemnification is an absolute right, and such assessments shall be made notwithstanding any other provisions contained herein to the contrary.

Higher Level Foundation exists to help individuals and organizations attain their maximum potential. This is done through an interview process intended to evaluate the individual or organizational efforts employed toward attaining the intended goal or goals. Upon completion of this evaluation the Board of Directors will then assess if the Higher Level possesses the resources required to aid them toward reaching the intended goal. If it is determined by the Board that there is a reasonable degree of certainty that the foundation can in fact successfully aid the individual or organization then an “elevation plan” will drafted. 

An elevation plan may include one or more of the following resources:

· Personal or professional coaching

· Accountability 

· Education assistance 

· Housing assistance

· Payment of medical expenses 

· Career advice and training assistance

· Transportation assistance

· Behavioral health counseling assistance

· Marriage Counseling assistance

· Family Counseling assistance 

The Higher Level Foundation may use a combination of internal or external resources to aid in the accomplishment of the intended goal or goals. 

The individual or organization in pursuit of assistance will be required to remain accountable to Higher Level Foundation staff and or Board of Directors to facilitate the continuation of resources until the intended outcome is achieved.  If at any point in this process it is determined by the staff and or Board of Directors that the resources are not aiding in this pursuit the elevation plan will be modified or terminated. 

BY-LAWS

OF

HIGHER LEVEL FOUNDATION, INC.

(A Not-For-Profit Corporation)

EIN: 88-0950683

ARTICLE I

OFFICES

The principal office of the Corporation shall be located in the County of Sarasota and State of Florida. The Corporation may also have such offices at such other places within or without the State as the Board of Directors may from time to time determine.

ARTICLE II

BOARD OF DIRECTORS

1. The Corporation shall be managed by a Board of Directors. Each Director shall be at

least 18 years of age. The initial Board of Directors shall consist of three (3) persons. Thereafter, the number of Directors constituting the entire Board shall be no less than three. Subject to the foregoing, the number of the Board of Directors may be fixed from time to time by action of the Directors. The number of Directors may be increased or decreased by action of the Board of Directors, provided that any action by the Board of Directors to effect such increase or decrease shall require the vote of a majority of the entire Board of Directors. No decrease shall shorten the term of any Director then in office.

2. The first Board of Directors shall consist of those persons elected by the Incorporator or named as the initial Board of Directors in the Articles of Incorporation of the  Corporation, and they shall hold office until the first annual meeting of the Board of Directors, or until their successors have been duly elected and qualify. Thereafter, at each annual meeting of the Board of Directors, the Directors shall elect Directors to hold office until the next annual meeting. Each Director shall hold office until the expiration of the term for which he was elected, or until his successor has been duly elected and qualified, or until his prior resignation or removal as hereinafter provided.

3. (a) Any or all of the members of the Board of Directors may be removed with cause by a majority vote of the Board of Directors of the Corporation.

(b) A Director may resign at any time by giving written notice to the Board of Directors or to an officer of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of Directors or such officer. Acceptance of such resignation shall not be necessary to make it effective.

(c) Newly-created directorships or vacancies in the Board of Directors may be filled by a vote of a majority of the Board of Directors then in office, although less than a quorum, unless otherwise provided in the Articles of Incorporation of the Corporation. Vacancies occurring by reason of the removal by the Directors shall be filled by a vote of the Directors then in office. A Director elected to fill a vacancy caused by resignation, death, or removal shall be elected to hold office for the unexpired term of his predecessor.

4. (a) A regular annual meeting of the Board of Directors shall be held on first Monday in December. All other meetings shall be held at such time and place as shall be fixed by the Board of Directors from time to time.

(b) No notice shall be required for regular meetings of the Board of Directors for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, the President, or by a majority of the Directors then in office.

(c) Written, oral, or any other method of notice of the time and place shall be given for special meetings of the Board of Directors in sufficient time for the convenient assembly of the Board of Directors. The notice of any meeting need not specify the purpose of such meeting. The requirement for furnishing notice of a meeting may be waived by any Director who signs a Waiver of Notice before or after the meeting or who attends the meeting without protesting the lack of notice to him.

5. Except to the extent herein or in the Articles of Incorporation of the Corporation provided, a majority of the entire members of the Board of Directors shall constitute a quorum. At any meeting held to remove one or more Directors, a quorum shall consist of a majority of the Directors present at such meeting. Whenever a vacancy on the Board of Directors shall prevent a quorum from being present, then, in such event, the quorum shall consist of a majority of the members of the Board of Directors excluding the vacancy. A majority of the Directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except to the extent provided by law and these By-Laws, the act of the Board of Directors shall be by a majority of the Directors present at the time of vote, a quorum being present at such time. Any action authorized by resolution, in writing, by all of the Directors entitled to vote thereon and filed with the Minutes of the corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board.

6. The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors. If there is no Chairman or in his absence, the President shall preside and, if there is no President or in his absence, any other Director chosen by the Board, shall preside.

7. Whenever the Board of Directors shall consist of more than three persons, the Board of Directors may designate from their number, an executive committee and other standing committees. Such committees shall have such authority as the Board of Directors may delegate, except to the extent prohibited by law. In addition, the Board of Directors may establish special committees for any lawful purpose, which may have such powers as the Board of Directors may lawfully delegate.

ARTICLE III

OFFICERS

1. The Board of Directors may elect or appoint a Chairman of the Board of Directors, a President, one or more Vice-Presidents, a Secretary, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, and such other officers as they may determine. The President may, but need not be, a Director. Any two or more offices may be held by the same person.

2. Each officer shall hold office until the annual meeting of the Board of Directors, or until his successor has been duly elected and qualifies. The Board of Directors may remove any officer with or without cause at any time.

3. A vacancy in an office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

4. (a) The President shall be the chief executive officer of the Corporation, shall have the responsibility for the general management of the affairs of the Corporation, and shall carry out the resolutions of the Board of Directors.

(b) During the absence or disability of the President of the Corporation, the Vice- President, or, if there be more than one, the Executive Vice-President shall have all the powers and functions of the President. The Vice-President shall perform such duties as may be prescribed by the Board of Directors from time to time.

(c) The Treasurer shall have the care and custody of all of the funds and securities of the Corporation, and shall deposit said funds in the name of the Corporation in such bank accounts as the Board of Directors may from time to time determine. The Treasurer shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Corporation when countersigned by the President; he may also sign checks, drafts, notes and orders for the payment of money, which shall have been duly authorized by the Board of Directors and countersigned by the President.

(d) The Secretary shall keep the minutes of the Board of Directors. He shall have custody of the seal of the Corporation, and shall affix and attest the same to documents duly authorized by the Board of Directors. He shall serve all notices for the Corporation which shall have been authorized by the Board of Directors, and shall have charge of all books and records of the Corporation.

ARTICLE IV

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

1. Contracts. The Board of Directors may authorize any officer or officers' agent or agents of the Corporation, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

2. Checks, Drafts, etc. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by an officer of the Corporation.

3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.4. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purpose or for any special purpose of the Corporation.

ARTICLE V

AMENDMENT OF BY-LAWS

The By-Laws of this Corporation may be altered, amended or repealed, and new By-Laws may be adopted by a majority vote of a majority of the Directors present and voting at any regular Annual Meeting of the Corporation, or at any Special Meeting called for that purpose, if at least ten (10) days written notice is given in advance of any such meeting of intention to alter, amend or repeal, or to adopt new By-Laws at such meeting.

ARTICLE VI

MISCELLANEOUS

1. The Corporation shall keep at the principal office of the Corporation, complete and correct records and books of account, and shall keep minutes of the proceedings of the Board of Directors, or any committee appointed by the Board of Directors.

2. The corporate seal shall be in such form as the Board of Directors shall from time to time prescribe.

3. The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time, subject to applicable law.

4. Whenever any notice is required to be given under the provisions of the Florida Not for Profit Corporation Act, the Articles of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.