Filing and Compliance Checklist

Amended and Restated Articles + Governance Package

Part A — Pre-filing verification (all items must be resolved before signing)

• Current Sunbiz record pulled. Obtain the live Articles of Incorporation and most recent annual report for Document No. N24000007976 from the Florida Division of Corporations (public search — browser route, never a guessed URL). Verbatim-copy into File 01, Article VIII and Article IX: registered agent name and address, principal office, mailing address. Confirm whether the current articles already provide for members (adoption procedure depends on it).
• Third director confirmed. The 2026-09-12 roster names Tanya R. Armstead (Secretary); the third current director of record must come from the Sunbiz annual report, not from memory.
• Registered agent consent current. Confirm the registered agent on record has accepted the designation (required on the filing).
• Filing fee verified from the Division's official fee schedule. Do NOT use a remembered figure. As of this draft, the figure is unverified — check the Division of Corporations' current published fee schedule for "Amended and Restated Articles of Incorporation — Not for Profit" (and, separately, the ~$70 figure cited for a new nonprofit filing in File 05) before any payment is prepared.
• Articles provisions cross-checked against the pulled current articles. If the current articles contain provisions this restatement drops (e.g., specific-purpose language the IRS determination relied on), counsel confirms the restatement is safe. Note: the IRS determination (Letter 947, 07/12/2024) is already issued; the restatement must not jeopardize it.
• Name availability for the research affiliate (File 05) checked separately, if the Chairman wants that lane opened now.

Part B — Execution (only after Part A, and only on the Chairman's explicit "file" authorization)

• Resolution A (Board written consent) — signed by all three directors, dated.
• Resolution B (Founder-Member written consent) — signed by Israel Lee Armstead as sole member, dated, including the separate written direction to file.
• Amended and Restated Articles — Adoption Certificate completed (File 01).
• Bylaws — Certificate of Adoption completed (File 02, Secretary signs).
• Conflict of Interest Policy — Exhibit B annual statements signed by all directors, officers, Founder-Member, Trust Protector.
• File the Amended and Restated Articles with the Florida Division of Corporations (online via the Division's portal — the Chairman's lane for the final submit, or counsel's) with the verified fee.
• Retain the Division's stamped/acknowledged copy in ~/workspace/your_files/e5-governance/ (filed/ subfolder).

Part C — Post-filing compliance (within 30 days)

• Report the Articles amendment on the next Form 990 (Schedule O) — the 990 preparer must have the filed restatement.
• Confirm the annual report (due each year January 1 – May 1) reflects current officers/directors and the registered agent.
• Update the registered agent record immediately if the agent or office changes (§617.0502).
• Minute-book assembly: filed Articles, Bylaws, both consents, COI statements, Board Law ratification record, in one binder/location.

Part D — Ongoing 501(c)(3) compliance spine (annual)

• Form 990 series filed on time (EIN 99-3822441; fiscal year ends December 31; 509(a)(2) public charity — mind the public-support test: normally >1/3 of support from contributions + related-function gross receipts, ≤1/3 from investment income).
• No inurement / no excess benefit transactions (§4958): all insider compensation documented with comparability data per the COI Policy.
• Lobbying stays insubstantial (no §501(h) election on record — the default facts-and-circumstances test applies); no political campaign intervention, ever — the bright line.
• FDACS charitable solicitation registration (CH85245, issued 2026-09-18) renewed as required; solicitation disclosures on all contribution surfaces; registered email kept current (FDACS corresponds by email only per §570.161, F.S.).
• Minutes and written consents kept for every Board and member action.
• Board Law + Bylaws conflict check at each annual meeting: the higher-threshold instrument controls.

Part E — Standing flags carried forward

• Counsel must opine before E5 is named as a research institution on any STTR proposal (15 U.S.C. § 638(e)(8) → § 3703(3) "exclusively scientific or educational" test). E5's honest purposes are broader; the affiliate (File 05) is the clean vehicle.
• STTR memo (~/workspace/sbir-master-archive/intel/e5-sttr-research-institution-verification-2026-09-18.md) to be updated to reflect the affiliate strategy once the Chairman decides.
• Unverified items log: (1) registered agent name/address; (2) principal office; (3) third director; (4) current-articles text vs. restatement deltas; (5) Division filing fee. None of these were invented in the drafts — all are bracketed. Verification of each is a filing precondition.