ARTICLES
OF INCORPORATION
FLORAL LAKES HOMEOWNERS' ASSOCIATION, INC.
The undersigned, by these Articles, associate themselves
for the purpose of forming a corporation not for profit under Chapter 617,
Florida Statutes, and do hereby certify as follows:
ARTICLE I
NAME
The name of the corporation shall be FLORAL LAKES
HOMEOWNER'S ASSOCIATION, INC. ("Association").
ARTICLE II
INITIAL REGISTERED OFFICE AND AGENT
The initial registered office of the Association shall be
located at 2055 South Floral Avenue, Bartow, Florida. The initial registered
agent of the Association at that address is CHARLES FRIEDLANDER. The principal
business office of the Association shall be located initially at 2055 South
Floral Avenue, Bartow, Florida, and the office of the Association may thereafter
be at such other place as the Board of Directors of the Association
("Board") may designate from time to time.
ARTICLE III
PURPOSE AND POWERS OF THE ASSOCIATION
This Association does not contemplate pecuniary gain or
profit to the members thereof ("Members"). The specific purposes for
which it is formed are to provide for maintenance, preservation, and
architectural compatibility of the mobile home lots and common areas within that
certain tract of property located in Polk County, Florida, known as Floral Lakes
per the Plat thereof recorded in the Polk County, Florida public records
("Property"), to promote the health, safety and welfare of the
residents within the Property and any additions thereto as may hereafter be
brought within the jurisdiction of this Association and for this purpose to:
(a) Exercise all of the
powers and privileges and to perform all of the duties and obligations of the
Association as set forth in that certain Declaration of Covenants, Conditions,
Restrictions & Easements ("Declarations") applicable to the
Property and recorded among the Public Records of Polk County, Florida, as the
same may be amended from time to time as therein provided, said Declaration
being incorporated herein as if set forth at length with all definitions of
terms set forth therein being applicable to such terms in these Articles;
(b)
Fix, levy, collect and enforce payment by any lawful means all charges and
Assessments pursuant to the terms of the Declaration, to pay all expenses in
connection therewith and all office and other expenses incident to the conduct
of the business of the Association, including all licenses, taxes or
governmental charges levied or imposed against the property of the Association;
(c) Acquire (by gift,
purchase or otherwise) own, hold, improve, build upon, operate, maintain,
convey, sell, lease, transfer, dedicate for public use or otherwise dispose of
real or personal property in connection with the affairs of the Association;
(d)
Dedicate, sell or transfer all or any part of the common areas to any public
agency, authority, or utility for such purposes and subject to such conditions
as may be agreed to by the Members. No such dedication or transfer shall be
effective unless two-thirds (2/3) of the Members of the Association have
approved such dedication, sale or transfer;
(e) Have and exercise any and all powers, rights and privileges which a
corporation organized under the Corporations Not For Profit Law of the State of
Florida by law may now or hereafter have or exercise and not in conflict with
these Articles;
(f) Maintain, repair, replace and operate the common areas and the
personal property
owned by the Association;
(g) Purchase insurance upon the common areas and insurance for the
protection of the Association and its Members;
(h) Reconstruct improvements to the common areas after casualty and
further improve the common areas;
( i ) Make and amend reasonable rules and regulations respecting the
maintenance, upkeep and use of the common areas;
( j ) Employ personnel to perform the services required for the proper
operation, maintenance and upkeep of the common areas and the operation of the
Association;
(k) Contract for the management of the Association and the performance of
its duties with
a third party and delegate to said third party all of the powers and
duties of the Association except those required by these Articles or the
Declaration to have the approval of the Board or the Members; and
(l) Borrow money and make, accept, endorse, execute and issue debentures,
promissory notes or other obligations of the Association for money borrowed or
in payment for property acquired or for any of the other purposes of the
Association and to secure the payments for such obligations by mortgages,
pledges or other instruments of trust by liens
upon or assignment of or agreement in regard to all or any part of the
property rights or privileges
of the Association.
(m) Grant to lake front lot owners exclusive, perpetual
easements running with the land, including riparian rights over the common areas
contiguous to such lots and the lakes for the purpose of erecting boat docks,
ramps, screen porches and any other structures approved by the architectural
committee. The approval by the architectural committee of the erection of any
such improvements upon any such common areas shall be deemed to constitute a
grant of such easement, and recording of this provision in the public records of
Polk County, and its filing with the Secretary of State shall constitute
constructive notice to all persons
of such easements so granted. All structures upon such common areas heretofore
existing and approved by the architectural committee shall be deemed by this
provision to constitute exclusive, perpetual easements running with the
land. (Revised 1/30/84).
ARTICLE IV
QUALIFICATION OF MEMBERS
All members of the Association must be owners of lots
within the Property and all such owners shall automatically become members of
the Association.
ARTICLE V
VOTING RIGHTS
Members shall be entitled to one (1) vote for each lot
owned. When more than one person holds an interest in any lot, all such persons
shall be members. The vote for such lot shall be exercised as they, among
themselves shall determine, but in no event shall more than one (1) vote be cast
with respect to any lot. There shall be no cumulative voting. If lots are
subdivided (e.g. if three contiguous lots are owned by two separate owners with
each owning a lot and a half) there shall be a total of 3 votes to be allocated
equitably between the lot owners as determined by the Board of Directors.
ARTICLE VI
BOARD OF DIRECTORS
The affairs of this Association shall be managed by a
Board of not less than three (3) nor more than nine (9) Directors who, for a
period of five (5) years after the issuance of the Association's Certificate of
Incorporation need not be Members. The names and addresses of the persons who
are to act in the capacity of Directors until the election of their successors
are:
CHARLES
FRIEDLANDER
2055 South Floral Ave
P.O. Box 1126
Bartow, Florida 3383
ANDREW MESSING
633
Palmore Court
Lakeland, Florida 33803
The initial Board herein designated shall serve for one
(1) year and thereafter as provided in the By-Laws. Directors may be removed in
the manner provided for in the By-Laws.
ARTICLE VII
OFFICERS
The Association shall be administered by the officers
designated in the By-Laws. The officers shall be elected by the Board at its
first meeting following the annual meeting of the Members and shall serve at the
pleasure of the Board. The names and addresses of the officers who shall serve
until their successors are designated by the Board are as follows:
CHARLES
FRIEDLANDER, President
2055 South Floral Avenue
P.O. Box 1126
Bartow, Florida 33830
ANDREW
MESSING, Secretary and Treasurer
633 Palmore Court
Lakeland, Florida 33803
ARTICLE VIII
BY-LAWS
The first By-Laws of the Association shall be adopted by
the Board and may be altered, amended or rescinded by the Board in the manner
provided by the By-Laws.
ARTICLE IX
INDEMNIFICATION
Every Director and officer of the Association shall be
indemnified by the Association against all expenses and liabilities, including
counsel fees, reasonably incurred by, or imposed upon him, in connection with
any proceeding or settlement of any proceeding to which he may be a party or in
which he may become involved by reason of his having or having been a Director
or officer of the Association, whether or not he is a Director or officer at the
time such expenses are incurred, but the provisions of this Article shall not
apply if a director or officer is adjudged guilty of willful misfeasance or
malfeasance in the performance of his duties; provided, that in the event of a
settlement, the indemnification provided herein shall apply only when the Board
approves such settlement and reimbursement as being in the best interest of the
Association. The foregoing right of indemnification shall be in addition to and
not exclusive of, all other rights to which such director or officer may be
entitled.
ARTICLE X
DISSOLUTION
The Association may be dissolved in the manner provided
by the laws of Florida.
ARTICLE XI
TERM
The term of this Association shall be perpetual.
ARTICLE XII
AMENDMENTS
Amendments to these articles shall be proposed and
adopted in the following manner:
(a) A notice of the subject
matter of the proposed amendment shall be included in the notice of any meeting
at which the proposed amendment is to be considered.
(b) A resolution for the
adoption of the proposed amendment may be proposed by either the Board or the
members. Directors and members not present in person or by proxy at a meeting
considering an amendment may express their approval in writing provided that
such approval is delivered to the secretary of the Association at or prior to
the meeting. Except as elsewhere provided, amendments to these articles shall
require the assent of two-thirds (2/3) of the members of the Board.
(c) A copy of each amendment
shall be filed with the Secretary of State and recorded among the Public Records
of Polk County, Florida.
ARTICLE XIII
TRANSACTIONS IN WHICH OFFICERS OR DIRECTORS ARE INTERESTED
No contract or transaction between the Association and
one or more of its officers or directors or between the Association and any
other legal entity in which one or more of the officers or directors of the
Association are interested in any manner, shall be invalid, void or voidable
solely for that reason, or solely because an officer or director of the
Association is present at or participates in the meeting of the Board of
Directors of the Association or any committee thereof which authorizes such a
contract or transaction, or solely because of the vote of such officer or
director in connection therewith. No officer or director of the Association
shall incur liability by reason of the fact that such officer or director is or
may be interested in any such contracts or transactions. Interested directors
may be counted in determining presence of a quorum at the meeting of the Board
of Directors or of any committee thereof, which authorizes contracts or
transactions.
ARTICLE XIV
PARAMOUNT PROVISIONS
In the event of any irreconcilable conflict between the
provisions of these articles and provisions of the Declaration, the provisions
of the Declaration shall govern and control. However, the Declaration and these
articles shall, to the extent possible, be read, construed and interpreted so
that they are consistent.
ARTICLE XV
INCORPORATORS
The names and addresses of the Incorporators of these
Articles of Incorporation are as follows:
Morris M. Messing
970 North Lake Way
Palm Beach, Florida 33480
Dean Vegosen
251 Royal Palm Way
Palm Beach, Florida 33480
Marilynn M. Ives
251 Royal Palm Way
Palm Beach, Florida 33480