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ARTICLES OF INCORPORATION

ARTICLE I. CORPORATE NAME

The name of this corporation is the National Energy Raters Association, Incorporated.

ARTICLE II. PRINCIPAL OFFICE

The principal place of business and mailing address of this corporation is 145 Wekiva Springs Road, Suite 149B, Longwood, FL 32779.

ARTICLE III. TERM OF EXISTENCE

The period of duration of this corporation is perpetual.

ARTICLE IV. PURPOSES

The general purpose of this corporation shall be to establish, promote and strengthen the goals and standards of organizations and individuals involved in the commercial and institutional application of energy ratings for buildings. Further goals and purposes of this corporation are:

1. To educate the general public, institutional and governmental bodies of the long term benefits of the quantification and rating of the energy efficiency of buildings;
2. To promote and educate the public about energy efficiency measures;
3. To improve the energy efficiency and energy conservation potential of buildings;
4. To encourage housing affordability by increasing building energy efficiency;
1. To stimulate statewide acquaintance and fellowship among members and others interested in building energy efficiency;
2. To provide opportunities for members and other interested parties to increase their knowledge of building energy rating methods and techniques.
3. To engage in any business or activities permitted by the laws of the United States and Florida.

ARTICLE V. MEMBERS

Any business entity such as a sole proprietorship, partnership, corporation or association involved in the commercial or institutional application of energy ratings shall be eligible for membership in accordance with the by-laws and rules and regulations in effect from time to time. There shall be no limit on the number of members. The by-laws of the corporation may provided for other classes of membership and the Board of Directors may also from time to time prescribe other classes of membership and also prescribe rights, privileges and duties of members, associates or other such classes as may from time be established.

ARTICLE VI. INITIAL REGISTERED AGENT AND OFFICE

The address of its initial registered office is 145 Wekiva Springs Road, Suite 149B, Longwood, FL 32779, and the name of its initial registered agent at said address is Colleen Kettles. .

ARTICLE VII. BOARD OF DIRECTORS

The internal affairs of the corporation shall be managed by a Board of Directors consisting of no less than 15 individuals. The manner of election or appointment of directors, their terms of office, and all other provisions regarding the regulation of the affairs of the corporation shall be set forth in the Bylaws.

The initial Board of directors, whose members are to serve until successor or additional members of the Board of Directors are elected or appointed pursuant to the Bylaws, shall consist of seven (7) directors whose names and addresses are:

ARTICLE VIII. INCORPORATORS

The name and address of the incorporators are:

 ARTICLE IX. INDEMNIFICATION

Private property of the incorporators, directors, or officers, of the corporation shall not be subject to the payment of any corporate debts, liabilities or obligations. To the fullest extent permitted by the law of the State of Florida, the corporation shall indemnify any director or officer or the corporation for any liability arising by virtue of such director’s or officer’s position or former position with the corporation.

ARTICLE X. AMENDMENT OF THE ARTICLES OF INCORPORATION

These articles may be amended only in the manner prescribed by statute.

ARTICLE XI. NOT FOR PROFIT CORPORATION

This Corporation is not organized for profit or organized in an activity ordinarily carried on for profit, and no part of its net earnings shall inure to the benefit of any private shareholder or individual. Notwithstanding any other provision of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on by a Corporation exempt from Federal Income Tax under Section 501(c) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law).

ARTICLE XII. EFFECTIVE DATE

The incorporation of the National Energy Raters Association, Inc. shall become effective March 1, 1999.

The undersigned have executed these Articles of Incorporation on February 4, 1999.

David Bessette                                 Ken Fonorow

Stan DiBello                                 Bruce McKendry

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Last modified: January 03, 2006