ARTICLES OF INCORPORATION OF
ENVIRONMENTAL PROFESSIONALS OF FLORIDA, INC.

A FLORIDA NOT for PROFIT CORPORATION

ARTICLE I.

Name

The name of this corporation is the Environmental Professionals of Florida, Inc.

ARTICLE II.

Address

The address of the principal office of the Corporation is P.O. Box 3241, St. Petersburg, FL 33731.

ARTICLE III.

Purpose

The general purpose of the corporation is to provide for the self regulation of those individuals practicing as Environmental Professionals within the state of Florida. This general purpose shall include the autonomous setting of standards of performance, the setting of standards of ethical conduct, the registration of Environmental Professionals, the certification of Environmental Professionals, the keeping and distribution of performance records of Environmental Professionals, the entry into contracts and agreements with others in order to meet these purposes, promoting the recognition and acceptance of the corporation and its purpose, and promoting the recognition of the members by government, business, and other entities interacting with the profession, whether that recognition be formally or informally given. Additional purposes of the corporation include the continuing education of those practicing as Environmental Professionals and the promotion of common business interests of Environmental Professionals engaging in their respective professions in the State of Florida. The corporation may undertake any action necessary to further these purposes including, without limiting the foregoing, monitoring and influencing legislative, quasi-legislative, judicial, and quasi-judicial activities and any other governmental action affecting, or which may affect, the business of the members. The corporation may also undertake any action necessary to influence other business practitioners to recognize the standards and membership of the corporation. The corporation shall not, as its primary activity, engage in a regular business of a kind ordinarily carried on for profit.

ARTICLE IV.

Commencement and Duration

The existence of the Corporation will commence on the date of filing of these articles of Incorporation by the Department of State of the State of Florida. The term of existence of the Corporation is perpetual.

ARTICLE V.

Membership

There shall be three classes of membership: Environmental Professional (EP), Professional Environmental Corporation (PEC), and Associate Environmental Professional (AEP). Acceptance to membership requires that the member meet strict requirements as set forth in the Bylaws. Membership is maintained contractually by agreement with the member as set forth in the Bylaws. Applicants not satisfying the acceptance criteria or not continuing to maintain the minimum criteria for continued membership shall be removed from the membership roles subject to appeals as set forth in the Bylaws. By applying for and accepting membership in the corporation, the members acknowledge and accept the strict criteria and the need to maintain ongoing compliance, forgoing legal action based solely in challenging these criteria and standards.

ARTICLE VI.

Registered Office and Registered Agent

The initial street address of the Corporation's registered office is 4557 Beach Drive S.E., St. Petersburg, FL 33705. The initial registered agent for the Corporation at that address is Thomas Robert Cuba.

ARTICLE VII.

Board of Directors

The initial board of directors shall consist of six members. The number of directors may be either increased or decreased from time to time as provided in the Bylaws, but shall never be less than one. Directors shall be elected in accordance with the Bylaws. The Bylaws shall be structured to elect one third of the directors or portion thereof each three years. Only members of the membership class Environmental Professional shall have the privilege of voting on the election of directors or on corporate matters. Should the membership class Environmental Professional be subdivided into registered and certified categories, only the members of the class of Certified Florida Environmental Professional are eligible to vote on the election of directors or on corporate matters. The directors shall elect officers from the body of directors annually in accordance with the Bylaws. The names and addresses of the persons who will serve on the initial board of directors is:

Jessica L. Beck
151 S. Babcock St, Apt 155
Melbourne, FL 32901


Kathleen S. Hale
Environmental Management and Design, Inc
17 S Lake Ave., Suite #201
Orlando, FL 32801


Bill Kerr
BKI, Inc.
325 Fifth Ave, #208
Indialantic, FL. 32903


Craig Kruempel
Coastal Planning & Engineering
2481 NW Boca Raton Blvd
Boca Raton, FL 33431-6639


Paul Looney
The Environmental Company Inc
3 West Garden St, Suite 300
Brent Building
Pensacola, Fl 32501


Ed Weinberg
EW Consultants, Inc.
49 Flagler Av, Suite 202
Stuart, FL 34994


ARTICLE VIII.

Incorporator

The name and street address of the person (incorporator) signing these Articles of Incorporation is:

Name Address
Thomas Robert Cuba
37325 Meridian #116
Dade City, FL 33525

ARTICLE VIII.

Indemnification

The corporation shall indemnify its directors and officers to the fullest extent permitted by law.

ARTICLE IX.

Dedication of Assets

The property of this corporation is irrevocably dedicated to its purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer, or member thereof, or to the benefit of any private individual; provided that, upon dissolution or final liquidation the corporation may make distribution to its members as permitted by the court having jurisdiction thereof and no such liquidating payment or distribution shall be deemed to be a dividend or a distribution of income.

The undersigned, being the incorporator of this corporation, for the purpose of forming this Not for Profit corporation under the Laws of the State of Florida has executed these articles of incorporation on November 15, 1999.

_____________________________ Thomas R. Cuba