American Society of Hypothermic Medicine Registration Form

Articles of Incoporation

In compliance with chapter 617, f.s., (not for profit)

The undersigned, a majority of whom are citizens of the United States, desiring to form a non-profit corporation under the non-profit corporation law of Florida, do hereby certify:

Article I

Name

The name of the corporation shall be the society of therapeutic hypothermia inc.

Article II

Principal office

The place in this state where the principal office of the corporation is to be located is the city of Tampa, Hillsborough County.  The principal address will be 901 South Oregon Avenue, Tampa, FL 33606.

Article III

Purpose

Said corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the internal revenue code, or the corresponding section of any future federal tax code.
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, 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. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not 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. 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 the 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 the corresponding section of any future federal tax code.

The corporation will primarily engage in the education, discussion and promotion of the proper use of therapeutic hypothermia in the medical setting.  Members will converge routinely in schedule meetings to present concepts of and discuss practical indications for hypothermic medicine.  Members will assess past research findings in laboratory or clinical experiments using hypothermic medicine, present ongoing research in the field and discuss possible future research ventures.

The differing methods used to induce hypothermia will also be discussed, along with proper procedures of each method in order to provide safe and effective patient treatment.  The corporation will work to stimulate the advancement of technology in the field of therapeutic hypothermia. 

The corporation may engage in any activities deemed appropriate by the board of directors to further the stated purposes of its existence.

Article IV

Manner of Election

At the appropriate annual meeting of members where the elections of new directors shall occur, directors shall be elected by the majority vote of the members, who are present and voting.  All membership classes shall have full voting privileges.  A director may be removed from office, with or without cause, by a two-thirds (2/3) vote of the directors then in office or the majority vote of the members of the corporation. 

Article V

Initial Directors and/or Officers

The initial officers of the society who will also serve as the initial directors will be:

  • President: Dr. Eric E Harrison, MD
    Address: 901 South Oregon Avenue, Tampa, FL 33606
  • Treasurer: James A. Wessman, CPA
    Address: 4427 W. Kennedy Blvd., Suite 200, Tampa, FL 33609-2059
  • Secretary: Jess Arcure, Bs, MSC
    Address: 306 White Island Road, Fairmont, WV 26554

All other initial officers and directors will be assigned prior to the first annual meeting.

Article VI

Initial Registered Agent and Street Address

The names and address of the registered agent of the corporation is dr. Eric e. Harrison, whose address is 901 South Oregon Avenue, Tampa, FL 33606

Article VII

Initial Incorporator Agent and Street Address

The initial incorporator agent is dr. Eric e. Harrison.  The street address is 901 South Oregon Avenue, Tampa, FL 33606

Article VII

Dissolution of Corporation

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the internal revenue code, or the 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. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the 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.