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ARTICLE III <br /> Dissolution of the Corporation <br /> Upon the termination , dissolution or winding up of the Corporation , the Board of <br /> Directors shall , after paying or making provision for the payment of all liabilities of the <br /> Corporation ( as described in Chapter 617 . 1406 ( 3 ) ( a ) of the Florida Statues ) , distribute <br /> all assets of the Corporation ( including assets held by the Corporation under conditions <br /> requiring return , as described in Chapter 617 . 1406 ( 3 ) ( b ) of the Florida Statutes ) to <br /> such organization or organizations organized and operated exclusively for charitable , <br /> educational or scientific purposes as shall at the time qualify as an exempt organization <br /> or organizations under Section 501 ( c ) ( 3 ) of the Internal Revenue Code ( as described <br /> in Chapter 617 . 1406 ( 3 ) ( c ) of the Florida Statutes ) . In furtherance of the foregoing , any <br /> such plan of distribution shall be in accordance with the terms of Chapter 617 . 1406 of <br /> the Florida Statutes . <br /> Any such assets not so disposed of shall be disposed of by the Circuit Court to <br /> have jurisdiction over the matter occurring in the County in which the principal office <br /> of the Corporation is then located , exclusively for distribution to one or more domestic <br /> or foreign corporations , trusts , societies , or organizations engaged in activities <br /> substantially similar to those of the Corporation . <br /> ARTICLE IV <br /> Membership ; Directors and Election of Directors I `\ <br /> The Corporation shall be organized on a non - stock basis and shall have no <br /> members . <br /> The authority for all affairs of the Corporation shall be in a Board of Directors who <br /> shall have and may exercise all the powers of the Corporation as permitted by federal <br /> law , state law , these Articles of Incorporation , and the Bylaws of the Corporation as <br /> from time to time in effect . The Board of Directors will be elected under a method to be <br /> stated in the Bylaws of the Corporation . <br /> ARTICLE V <br /> Registered Agent <br /> The name and address of the initial registered agent and registered office are : <br /> Boys & Girls Club of Indian River County , Inc . <br /> C / o Lewis W . Murphy , Jr . , Esquire <br /> 817 Beachland Boulevard <br /> Vero Beach , norida 32963 <br />