ARTICLES OF INCORPORATION

OF

TRI-DISTRICT INTERGROUP / CENTRAL OFFICE, INC.

COMPRISED OF DISTRICTS 13,21, AND 22

OF

ALCOHOLICS ANONYMOUS

AREA 01

A FLORIDA NONPROFIT CORPORATION

ARTICLES OF INCORPORATrON OF

TRl-DISTIUCT INTERGROUP/CENTRAL OFFICE, INC.

COMPRISED OF DIS1RICTS 13,21 AND 22 OF ALCOHOLICS ANONYMOUS AREA 01

A FLORIDA NONPROFIT CORPORATION

ARTICLE I

NAME

The name of this corporation is TRI-DISTRICT INTERGROUP, INC.

ARTICLE II

STATEMENT OF CORPORATE NATIJRE

This is a nonprofit corporation organized solely for general charitable purposes pursucmt

to the Florida Corporations Not for Profit law set forth in Part I of Chapter 617 ofthe Florida

Statutes.

ARTICLE InGENERAL AND SPECIFIC PURPOSES

The specific and primary purpose for which this corporation is formed is to provide a

communication network to assist individuals, groups, treatment and correctional facilities with

the program Alcoholic Anonymous, to include but not limited to, printing meeting schedules;

stocking pamphlets, books and literature, providing a 24-hour answering service for alcoholics

and maintaining a coordination center for Alcoholics Anonymous activities in Districts 13,21 &

22.

The general purpose for which this corporation is formed will be limited to those

purposes allowed an exempt organization under Section 501 (c) (3) of the Internal Revenue

Code of 1986 or corresponding provisions of any subsequent federal laws, including or such

purposes, the making of distributions to organizations which qualify as tax-exempt

organizations under that Code.

'This corporation shall not, as a substantial part of its activities, carry on propaganda or

otherwise attempt to influence legislation; nor shall it Participate or intervene (by publication or

distribution of any statements or otherwise) in any political campaign on behalf ofany candidate

for public office.

ARTICLE IV

TERM

This corporation shall have a perpetual existence.

ARTICLE V

MEMBERSHIP

The corporation shall have a membership comprised of all representatives elected by the

registered groups of Alcoholics Anonymous within The Tri-District Area and agreeing to be

bound by the Articles oflncorporation of this corporation by its Bylaws, and by such roles and

regulations as the members may from time to time adopt. Each registered group may elect one

representative for membership.

ARTICLE VI

SUBSCRIBERS

The names and residence addresses of the subscribers of this corporation are as follows:

LELAND

HOMER

_ROBERT

ARTICLE VII

LOCATION OF PRINCIPAL OFFICE AND IDENTIFICATION OF REGISTERED AGENT

The county in the State of Florida whore the principal office for the transaction ofthe

business of this corporation is to be located in the County of Escambia.

The name and address ofthis corporation's registered agent is LELAND_ 3300 N.

Pace Blvd., Suite 322, Pensacola, FL 32505.

ARTl CLE VIII

MANAGEMENT OF CORPORATE AFFAIRS

I. Board pi Trustees. 'The powers of this corporation shall be exercised its properties

controlled, and its affairs conducted by the Trustees. The board of Trustees is comprised of all

current members of the corporation provided however the Board of Trustees shall not consist of

less than three (3) members.

2. Directors/COI]Jorate Officers. The members shall elect the following officers:

Chainnan, Altemate. Chairman, Treasurer and Secretary, and such other officers as the Bylaws

of this corporation may authorize the members to elect from time to time. The officers of the

corporation shall be elected as may be set forth in the Bylaws as amended from to time. Until

such election is held the following persons shall serve as directors/corporate officers:

LELAND

HOMER

_ROBERT _

GREGORY

ARTICLE IX

BYLAWS

Subject to the limitations contained in the Bylaws, and any limitations set forth in the

Corporations Not-for-Profit Law of Florida, concerning corporate action that must be authorized

or approved by the members of the corporation, Bylaws of this corporation may be made,

altered, rescinded, added to, or new Bylaws may be adopted, either by a resolution of the trustees

or by following the procedures set forth therefore in the Bylaws.

ARTICLE X

DEDICATION OF ASSETS

The property of this corporation is irrevocably dcdicatcd to charitable purpose and no part of the

net incomc or asscts of this corporation shall cvcr inure to the benefit of any trustec, officer, 01' membcr

thereof, or to the benefit of any private individual.

ARTICLE XI

DISTRIBUTION OF ASSETS

Upon the dissolution or winding up of this corporation, its assets remaining_after

payment, or provision for payment, of all debts and liabilities of the corporation, shall be

distributed to a non-profit fund, foundation, or corporation which is organized and operated

exclusively for charitable purposes and which has established its tax exempt status under Section

50 I (c)(3) of the Internal Revenue Code of 1986, or corresponding provisions of subsequent

federal tax laws.

ARTICLE XII

AMENDMENT OF ARTICLES

Amendments to those articles of incorporation may bc proposed by a resolution adopted

by the trustees. We the undersigned, being the incorporators ofthis corporation and including all

the persons herein named as the subscribers of this corporation under the Law of Florida have

executed these Articles ofIncorporation on: 11-20

STATE OF FLORIDA

COUNTY OF ESCAMBIA

The foregoing instrument was acknowledged before me this 20TH day of NOVEMBER, 1997,

by LELAND_HOMER_ ROBERT_and GREGORY_

(Signature of Lisa 1. Oursler)

Notary Public, State of

Florida at Large

My Commission Expire: 7-24-2001

Corporate Records Bureau

Division of Corporations

Department of State

Post Office Box 6327

Tallahassee, Florida 32301

RE: Tri-District Intergroup, Inc.

$30.00

$20.00

$70.00

$20.00

TOTAL

Gentlemen:

Enclosed herewith find the original and a photocopy of propose Articles of

Incorporation for the above-named corporation, Registered Agent Designation, and our

check to your order to cover the following items:

(I) Filing Fee

(2) Certified Copy of Articles

oflncorporation $

(3) Registered Agent Designation

We would appreciate being advised by telephone when filing accomplished. Our

telephone number is:

Please send us a certified copy of the Articles oflncorporation.

Sincerely,

Enclosures

DATE OF AMENDMENT:

TRl-DISTIUCT INTERGROUP, INC.

A NON-PROFIT CORFORATION

ARTICLE ONE

INTRODUCTION

DEFINITION OF BY-LAWS

1.01 These By-Laws constitute the code of rules adopted by Tri-District Intergroup,

Incorporated for the regulation and management of its affairs

PURPOSES AND POWERS

1.02 This Corporation will have the purposes or powers as may be stated in its Articles of

Incorporation, EUld such powers as are now or may be granted hereafter by law.

The primary purposes of this Corporation are to receive and maintain real or personal

property, or both, und, subject to the: restrictions and limitations hereinaller set forth, to use and apply the

whole or any part of the income there from and the principal thereof exclusively for charitable, religious,

scientific, literary, or educational purposes either directly or by contributions to organizations that

qualify as exempt organizations under Section 50 I (c)(3) of the Internal Revenue Code and

Regulations issued pursuant thereto ass they now exist or as they may hereafter be amended, and

shaJI include without limitation of the foregoing, the charitable 'purpose of providing information

to Districts 13, 21, and 22, regarding the program of Alcoholics Anonymous, the purpose of

providing a communications network for afflicted individuals, the purpose of distributing

information in respect to the .t\Alcoholics Anonymous program, to provide assistance and

services to Alcoholics Anonymous to aid in arresting the disease of alcoholism, and generaJIy to

have and exercise all rights and powers conferred on nonprofit corporations the laws of the State

of Florida, or which may hereafter be conferred.

ARTICLE "TWO

OFFICES AND AGENCY

PRlNCIPAL AND BRANCH OFFICES

2.01 The principal place of business of this COl]Joration in Florida will be located at 3300 N.

Pace Boulevard, Pensacola, Florida. In addition, the Corporation may maintain other officers

either within or without the State of Florida, as its business requires.

LOCATION OF REGISTERED OFFICE

2.02 The location of the initial registered oJlJce of this Corporation is 3300 N. Pace Boulevard,

Suite 322, Pensacola, Florida. Such office will be continuously maintained in the State of Florida

for the duration of this Corporation. The Corporate officers may from time to time change the

address of its registered office by duly adopted resolution and filing the appropriate statement

with the State.

ARTICLE THREE

MEMBERSHIP

DEFINITION OF MEMBERSHIP

3.0] The Members ofthis Corporation are those persons having membership rights in

accordance with the provi3ions of these Bylaws

CLASSES OF MEMBERS

3.02 This Corporation shall have one class of Members. Those people having a desire to stop

drinking.

PLACE OF MEMBERS' MEETINGS

3.03 Meetings of Members will be helel at the registered office of this Corporation of Florida or

at a location designated by the corporate officers.

REGULAR MEMBRS' MEETINGS

3.04 Regular monthly meetings of the Members will be held on the third Monday of each

month.

SPECIAL MEMBERS' MEETINGS

3.05 Special meetings of the Members may be called by any of the following:

1. The Chainmen

2. The Alternate Chainmen

3. The Treasurer

4. The Secretary

5. A special meeting may be called by ten (10%) percent of the Tri-District

Intergroup representatives.

NOTICE OF MEMBERS MEETINGS

3.06 Written of printed notice, stating the place, day, and hours of the meeting and, in the case

of a special meeting, the purpose or purposes for which the meeting is called, must be not less

than five (5) nor more than thirty (30) days before the date of the members' meeting

VOTING RIGHT'S OF MEMBERS

3.07 Each Member will be entitled to one Yote on each matter submitted to a Yote of Members.

Members must be present to Yote.

TERMINATION OF OFFICERS

3.08 Officers will terminate in this Corporation on either of tile following events, and for no

other reason:

1. Receipt by the corporate offices ofthe written resignation of a Member

executed by such Member or his duly authorized attorney-in-fact.

2. The death of a Member.

3. Completion of elected tenn.

4. Termination by rules of By-laws.

QUORUM OF MEMBERS

3.09 One-third (1/3) of the whole membership will constitute a quorum.

ARTICLE FOUR

DIRECTORS

DEFINITION OF CORPORATE OFFICERS

4.01 The Corporate Officers is that group of persons vested with the I1I8.DZlgement of the

business and affirm of this Corporation subject to the law, the Articles of Incorporation, and these

Bylaws.

QUALIFICATIONS OF CORPORATE OFFICERS

4.02 The qualifications for becoming and remaining a corporate officer are as follows:

1. Corporate Officers must be residents of the State of Florida.

2. Corporate Officers must be Members of this Corporation or be qualified within the

suggested guidelines provided herein below.

SUGGESTED GUIDELINES FOR CORPORATE OFFICERS

l.The Chairman Alternate Chairman and Treasurer shall have a minimum of two years

continuous sobriety in the Alcoholics Anonymous twelve step program.

2.The Secretary shall have a minimum of one-year continuous sobriety in the Alcoholics

Anonymous twelve-step program.

3.Each candidate will have a consistent record of active service work in A.A., i.e., to his

or her home group, Intergroup Representative, Public Information Committee, Institution

Committee, twelve step service worker, General Service Representative, etc.

4.Each candidate will have a fami 1iHri ty and understanding of the A.A. Traditions and

the, A.A. Service Manual.

S.Each candidate will be able to attend and participate in the majority, if not all of the

membership meetings.

6.Each candidate must be willing to serve with an open mind to all suggestions made.

Therefore, our goals can be better achieved through listening and sharing with others.

7.Each candidate will be made aware of the importance and responsibilities of serving as

a corporate officer for an incorporated body.

NUMBER OF CORPORATE OFFICERS

4.03 The number of Corporate Officers will not be less than three (3) at any time. The number

of officers may Val)' from time to time with the number to be determined by a majority of the

members

TERM OF CORPORATE OFFICERS

4.04 (1) The Corporate Officers shall be elected for a term of two (2) years.

(2) A Corporate OfJicer may be removed from office when such action will serve the best

interests of this Corporation the manner as may be prescribed in the Articles ofIncorporation or

these Bylaws for the election or appointment of Corporate Officers. Such removal will be

without prejudice to any contract rights of the Corporate Officer so removed

VACANCIES ON TIlE BOARD

4.05 Resignation of a corporate officer will become eftective immediately or on the date

specif1ed therein and vacancies will be deemed to exist as of such effective date. Any vacancy

occurring in the Corporate Officers, and any office to be filled by reason ofan increase in the

number of Corporate Officers, wiII be filled by appointment by a majority of the remaining

Corporate Officers, the appointment being subject to approval by a majority vote of the

members. The new Corporate Officer so appointed to fill the vacancy wiII serve for the un-

expired term of the predecessor in office.

ARTICLE FIVE

OFFICERS

ROSTER OF OFFICERS

5.01 The Officers of this Corporation will consist of the following personnel:

I. A Chairman

2. Alternate Chairman

3. Treasurer

4. Secretary

5. Such other officers and assistants' officers as shall from time to time to determined by

resolution of the membership duly adopted.

MULTIPLE OFFICE HOLDERS

5.02 There shall be no multiple office holders.

CHAIRMAN

5.03 The Chainman will be the Chief Executive Officer of this Corporation and will, subject to

the control of the membership, if any, supervise and control the affairs of the Corporation. The

Chainman will perform all duties incident to such office and such duties as may be provided in

these By-laws or as may be prescribed from time to time by the membership.

ALTERNATE CHAIRMAN

5.04 The Alternate Chainman will assist the Chainm::m in the performance of the duties of that

office and in the absence of the Chaill11an will assume the duties and responsibilities of that

office.

SECRETARY

5.05 The Secretary will keep minutes of all meetings and will be the custodian of the corporate

records, will give all notices as are required by law or by these By-laws, and general, perfoml all

duties incident to the office of Secretary and such other duties as may be required by law, by the

Articles ofIncorporation, or by these By-laws, or which may be assigned from time to time by

the membership.

TREASURER

5.06 The Treasurer will have charge and custody of all funds of this Corporation, will deposit

the funds as require by the membership, will keep and maintain adequate and correct accounts of

the Corporation's properties and business transactions, will render reports and accounting 10 the

Corporate Officers and the. Members as required by the Corporate Officers or Members or by

law, and will perfo1TI1 in general all duties incident to the office of Treasurer and such other

duties as may be required by law, by the Articles oflncorporation, or by these By-laws, or which

may be assigned from time to time by the Chainman.

REMOVAL OF OFFICERS

5.07 Any officer elected or appoint to office may be removed by the persons authorized under

these By-laws to elect or appoint such officers whenever in their judgment the best interests of

this Corporation will be served. However, such removal will be without prejudice of any contract

rights of the Officer so removed.

ARTICLE SIX

INFORMAL ACTION

WAIVER OF NOTICE

6.01 Whenever any notice whatever is required to be given under the provisions of the law, the

Articles of Incorporation this Corporation or these Bylaws, a waiver of such notice in writing

signed by the person or persons entitled to notice, whether before or after the time stated in such

waiver, will be deemed equivalent to the giving of such notice. Such waiver must, in the case of

a special meeting of Member specify the general nature of the business to be transacted.

ACTION BY CONSENT

6.02 Any action required by law or under the Articles of Incorporation of this Corporation or

these Bylaws, or any action which otherwise may be taken at a meeting of either tile Members of

Corporate Officers may be taken without a meeting if a consent in writing, setting forth the

action so take- is signed by all of the persons entitled to vote with respect to the subject matter of

such consent, or all Directors in office, and filed with the Secretary of the Corporation.

ARTICLE SEVEN

COMMITTEES

DEFINTIION OF COMMITTEE

7.01 This Corporation may have certain Committees, each of which will consist of (2) or more

members. Such Directional Committees will have and exercise some prescribed authority of the

Corporate Officers in the management of this Corporation. However, no such committee will

have the authority of the Corporate Officers in reference to affecting any of the following:

1. Submission to members of any action for which the approval of Members is required

under the law.

2. Filling of vacancies in the Corporate Office.

3. Adoption, amendment, or repeal of Bylaws.

4. Amendment or repeal of any resolution of the Corporate Office.

5. Action on matters committed by Bylaws or resolution of the membership to another

committee of the membership

APPOINTMENT OF COMMITTEES

7.02 The corporate Officers, by resolution duly adopted by majority of directors in office, may

designate and appoint one or more Directional Committees and delegate to such Committees

specific illld prescribed authority of the Corporate Officers to exercise in the management of this

Corporation. However, the creation of such Directional Committees will not operate to relieve

the Corporate Onicers, or any individual Director, or any responsibility imposed on such

personnel otherwise law.

ARTICLE EIGHT

OPERATIONS

8.0] The Fiscal Year of this corporation will be the calendar year.

EXECUTION OF DOCUMENTS

8.02 Except as otherwise provided by law, checks, drafts, promissory notes, orders for the

payments of money, and other evidences of indebtedness of this Corporation will be signed by

the Treasurer or the Chairman. Contracts, leases, or other instruments executed in the name of

and on behalf of the Corporation will be signed by the Secretary and countersigned by the

Chainman, and will have attached copies ofihe resolutioD.3 of the Corporate Officers certified

by the Secretary authorizing their execution.

BOOKS AND RECORDS

8.03 This Corporation will keep correct and complete books and records of account, and will

also keep minutes of the proceedings of its Members, Corporate Officers, and Directional

Committees, if any. The Corporation will keep at its registered office a membership register

giving the names, addresses, and showing classes and other details of the membership of each,

and the original or a copy of its Bylaws including amendments to date certified by the Secretly

of the Corporation.

INSPECTION OF BOOKS AND RECORDS

8.04 All books and records of this Corporation may be inspected by any Member, or his agent

or attomey, fur any proper purpose at any reasonable time all writing demand under oath stating

purpose.

NONPROFIT OPERATIONS - COMPENSATION

8.05 This Corporation will not have or issue shares of stock. No dividend will be paid, and no

part of the income of this Corporation will be distributed to its Members, Directors, or Officers.

However, the Corporation may pay compensation in a reasonable amount to Members, Officers,

or Directors for services rendered.

LOANS TO MANAGEMENT

8.06 This Corporation will make no loans to any of its Directors or Officers or to any of its

key management or other personnel.

VESTED RIGHTS

8.07 No member or Incorporator of this Corporation may have any vested right, interest, or

privilege of, in, or to the assets, functions, affairs or franchisees of the Corporation, or any right,

interest, or privilege which may be transferable or inheritable, or which will continue ifhis

membership ceases, or while he is not in good standing.

DISSOLUTION

8.08 On dissolution, assets of this Corporation remaining after the payment or discharge of all

liabilities of the Corporation; the return, transfer, or conveyances of assets held on conditions

requiring the same; and the transfer or conveyance assets received and held subject to limitations

pemlitting their use only for charitable, religious, eleemosynary, benevolent, educational, or

similar purposes shall be distributed as provided in Article Three, Section 9 of the Articles of

Incorporation the Corporation.

AI?TICLE NINE

AMENDMENTS

AMENDMENT OF ARTICLES OF INCORPORATION

9.01 Amendments to these Articles oflncorporation may be proposed by a resolution adopted

by the Members. Amendments may be adopted by vote of two-thirds (2/3) of a quorum of

Members of the Corporation.

MODIFICATION OF BYLAWS

9.02 The power to alter, amend, or repeal these Bylaws, or to adopt new Bylaws, insofar as is

allowed by law shall be pursuant to the proclamation described in 9.01 above.

ADOPTION OF BYLAWS

ADOPTED BY THE CORPORATE OFFICERS BY RESOLUTION AND UNANIMOUS

VOTE ON THE 20th DAY OF NOVEMBER 1997, AT 3300 N.PACE BOULEVARD,

PENSACOLA, FLORIDA

DIRECTORS Approving:

CERTIFICATE DESIGNATED REGISTERED AGENT AND

STREET ADDRESS FOR SERVICE OF PROCESS

Pursuant to Section 48.091, Florida Statutes, Tri-District Intergroup, Inc. hereby

designates LELAND_ 3300 N. PACE BLVD., SUITE 322, PENSACOLA, FLORIDA

32505, as its registered agent and the street address of its registered oflice, respectively for

service of process within the state of Florida.

TRI-DISTRICT INTERGROUP, INC.

Incorporator

ACCEPTANCE OF DESIGNATION

I hereby accept the foregoing designation as registered agent of the TRI-DISTRICT

INTERGROUP, INC., for service of process within the State of Florida.