ARTICLES OF INCORPORATION - STREAMLINE WORKSPACE



AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

PARADISE VILLAGE OF SHELL POINT HOMES ASSOCIATION,

A NON-PROFIT CORPORATION

We, the undersigned, hereby associate ourselves together for the purpose of becoming incorporated under the laws of the State of Florida, applicable to corporations not for profit, under the following proposed Charter:

ARTICLE I

NAME

The name of the corporation is Paradise Village of Shell Point Homes Association, Inc., located in Wakulla County, Florida, 6 Janet Drive, Crawfordville, Florida 32327.

ARTICLE II

PURPOSES AND POWERS

The corporation does not contemplate pecuniary gain or profit, direct or indirect, to its members, the purposes for which it is formed are:

To promote the health, safety, and welfare of the residents within the following described property, to wit:

Beginning at the Southwest corner of fence of U.S. Migratory Bird refuge in Lot 121, according to the map or plan thereof in the office of the Clerk of the Circuit Court of Wakulla County, Florida, in Township 5 South, Range 1 East, Wakulla County, Florida, run in a southerly direction along East right-of-way line of the Shadeville-Shell Point Road 2190 feet to a point, which is the Point of Beginning of the lands hereon platted and described; from said Point of Beginning, thence run North 87 degrees 30 minutes East 1891.60 feet to a concrete monument, thence North 02 degrees 30 minutes West 800.20 feet to a point, thence South 87 degrees 26 minutes 52 seconds West 1735.42 feet to a point 1.50 feet easterly of a concrete monument, thence North 04 degrees 51 minutes 43 seconds West 168.95 feet to a concrete monument, thence South 87 degrees 41 minutes 18 seconds West 192.29 feet to a concrete monument and the East right-of-way line of the Shadeville-Shell Point road (Also known as State Road No. S-367), thence South 05 degrees 02 minutes 52 seconds East 969.02 feet to the point of beginning, said Point being 20.00 feet southerly of a concrete monument.

and such additions thereto as may hereafter be brought within the jurisdiction of this corporation by annexation as provided in Article VI herein, hereafter referred to as “The Properties” and for this purpose to:

a) own, acquire, build, operate and maintain recreation areas, playgrounds, swimming pools, commons, streets, footways, seawalls, including buildings, structures, and tangible properties incident thereto, hereinafter referred to as “the common properties and facilities”;

b) provide garbage and trash collections;

c) maintain common areas;

d) supplement municipal services;

e) fix assessments to be levied against The Properties;

f) enforce any and all covenants, restrictions and agreements applicable to The Properties;

g) pay taxes, if any, on the common properties and facilities;

(h) to promote the social welfare and education of the members hereof, and to promote the public safety within the confines of Paradise Village of Shell Point Subdivision, including, but not limited to, the prevention of cruelty and danger to children and animals, and to generally promote the physical fitness and welfare, all for the benefit only of the members hereof; and,

(i) insofar as permitted by law, to do any other thing that, in the opinion of the Board of Directors, will promote the common benefit and enjoyment of the residents of The Properties.

ARTICLES OF INCORPORATION OF

PARADISE VILLAGE OF SHELL POINT HOMES ASSOCIATION,

A NON-PROFIT CORPORATION

Page 2

ARTICILE III

MEMBERSHIP AND VOTING RIGHTS

Every person or entity who is a record owner of a fee or undivided fee interest in any lot which is subject by Covenants of record to assessment by the Association shall be a member of the Association.

ARTICLE IV

BOARD OF DIRECTORS AND OFFICERS:

SELECTION: TERMS OF OFFICE

The affairs of the corporation shall be managed by a President, a Vice President, a Secretary, a Treasurer and a Board of Directors of not more than nine (9) or less than three (3) directors who must be lot owners. Beginning with the first annual meeting to be held on the second Friday in June of each calendar year, the members at each annual meeting shall elect such directors for a term of two years or until their successors are duly elected. The Board of Directors shall elect such officers.  The office of Secretary may be combined with any other such office in the event it becomes necessary. The first officers of the corporation until the first meeting of the Board of Directors shall be E.C. Allen, President; Thelma Gaupin, Secretary-Treasurer; and Robert B. Johnson, Vice President.

ARTICLE V

ADDITIONS TO PROPERTIES AND MEMBERSHIP

Additions to the properties described in Article II may be only made in accordance with the provisions of the recorded covenants and restrictions applicable to said properties. Such additions, when properly made under the applicable covenants, shall extend the jurisdiction, functions, duties, and membership of this corporation to such properties. Where the applicable covenants require that certain additions be approved by this corporation, such approval must have the assent of two-thirds of those voting members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be mailed to all members at least thirty (30) days in advance and shall set forth the purpose of the meeting. When consented to in writing by any member, electronic notification to said member shall be deemed to conform to the requirements for written notification herein.

ARTICLE VI

MERGERS AND CONSOLIDATIONS

Subject to the provisions of the recorded covenants and restrictions applicable to the properties described in Article II, and to the extent permitted by law, the corporation may participate in mergers and consolidations with other non-profit corporations organized for the same purposes, provided that any such merger or consolidation shall have the assent of two-thirds of the votes of members who are voting in person or by proxy at a meeting called for that purpose, written notice of which shall be mailed to all members at least thirty (30) days in advance and shall set forth the purpose of the meeting. When consented to in writing by any member, electronic notification to said member shall be deemed to conform to the requirements for written notification herein.

ARTICLE VII

MORTGAGES:

OTHER INDEBTEDNESS

The corporation shall have power to mortgage its properties only to the extent authorized under the recorded covenants and restrictions applicable to said properties. All funds secured by a mortgage shall be used for capital improvements unless otherwise approved by a two-thirds vote of the members voting in person or by proxy at a meeting called for this purpose, written notice of which shall be mailed to all members at least thirty (30) days in advance and shall set forth the purpose of the meeting.

The total debts of the corporation including the principal amount of such mortgages, outstanding at any time, shall

ARTICLES OF INCORPORATION OF

PARADISE VILLAGE OF SHELL POINT HOMES ASSOCIATION,

A NON-PROFIT CORPORATION

Page 3

not exceed the total of five (5) years’ assessments current at that time, provided that authority to exceed said maximum in any particular case may be given by an affirmative vote of two-thirds of the votes of members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be mailed to all members at least thirty (30) days in advance and shall set forth the purpose of the meeting. When consented to in writing by any member, electronic notification to said member shall be deemed to conform to the requirements for written notification contained in this Article.

ARTICLE VIII

QUORUM FOR ANY ACTION GOVERNED BY

ARTICLES V, VI, AND VII OF THESE ARTICLES

The quorum required for any action governed by Articles V, VI and VII of these Articles shall be as follows:

At the first meeting duly called as provided therein, the presence of members or of proxies entitled to cast sixty (60) percent of all of the votes of the membership shall constitute a quorum. If the required quorum is not forthcoming at any meeting, another meeting may be called subject to the notice requirements set forth in said Articles and the required quorum at subsequent meeting shall be one-half of the required quorum at the preceding meeting, provided that no such subsequent meeting shall be held more than sixty (60) days following such preceding meeting.

ARTICLE IX

DEDICATION OF PROPERTIES

OR TRANSFER OF FUNCTION TO PUBLIC AGENCY OR UTILITY

The corporation shall have power to dispose of its real properties only as authorized under the recorded covenants and restrictions applicable to said properties.

ARTICLE X

DURATION

The corporation shall exist perpetually.

ARTICLE XI

DISSOLUTION

The corporation may be dissolved only with assent given in writing and signed by the members entitled to cast two-thirds of the votes of its membership. Written notice of a proposal to dissolve, setting forth the reasons therefore and the disposition to be made of the assets (which shall be consonant with Article XII hereof) shall be mailed to every member at least ninety (90) days in advance of any action taken. When consented to in writing by any member, electronic notification to said member shall be deemed to conform to the requirements for written notification herein.

ARTICLE XII

DISPOSITION OF ASSETS UPON DISSOLUTION

Upon dissolution of the corporation, the assets, both real and personal of the corporation, shall be dedicated to an appropriate public agency or utility to be devoted to purposes as nearly as practicable the same as those to which they were required to be devoted by the corporation. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any non-profit corporation, association, trust or other organization to be devoted to purposes as nearly as practicable the same as those to which they were required to be devoted by the corporation. No such disposition of Association properties shall be effective to divest or diminish any right or title of any member vested in him under the recorded covenants and deeds applicable to The Properties unless made in accordance with the provisions of such covenants and deeds, however, The Properties may be disposed of in any manner with the affirmative vote of one hundred (100) percent of the members.

ARTICLES OF INCORPORATION OF

PARADISE VILLAGE OF SHELL POINT HOMES ASSOCIATION,

A NON-PROFIT CORPORATION

Page 4

ARTICLE XIII

AMENDMENTS

These Articles may be amended in accordance with the law at a regular or special meeting of the members, by a vote of a majority of a quorum of the members present in person or by proxy, written notice of which shall be mailed to all members at least thirty (30) days in advance and shall set forth the purpose of the meeting, and provided further that no amendment shall be effective to impair or dilute any rights of members that are governed by the recorded covenants and restrictions applicable to The Properties (as, for example, membership and voting rights) which are part of the property interests created thereby. When consented to in writing by any member, electronic notification to said member shall be deemed to conform to the requirements for written notification herein.

ARTICLE XIV

THE SUBSCRIBERS

The name and address of each Subscriber is:

E.C. Allen, President, 621 North Calhoun Street, Tallahassee, Florida

Robert B. Johnson, Vice President, 2324 Meath Dr., Tallahassee, Florida

Thelma Gaupin, Secretary-Treasurer, Rt. 2, Box 390, Lot 67, Crawfordville, Florida

ARTICLE XV

REGISTERED OFFICE AND AGENT

The address of the initial registered office of the corporation is P.O. Box 2253, Tallahassee, Florida 32304, and the name of its initial registered agent at such address is Ms. Thelma Gaupin, Secretary-Treasurer, Rt. 2, Box 390, Lot 67, Crawfordville, Florida.

ARTICLE XVI

INITIAL DIRECTORS

The names and addresses of those persons who are to act as directors until the election of their successors and their terms of office are:

E.C. Allen, 621 North Calhoun Street, Tallahassee, Fl.

Robert B. Johnson, 2324 Meath Dr., Tallahassee, Fl.

Thelma Gaupin, Rt. 2, Box 390, Lot 67, Crawfordville, Fl.

The above named directors shall serve until the first annual meeting to be held on the second Friday of June, 1977 or until their successors are duly elected.

ARTICLE XVII

NON-PROFIT STATUS

No part of the net earnings of the corporation shall inure to the benefit of any individual or member.

ARTICLES OF INCORPORATION OF

PARADISE VILLAGE OF SHELL POINT HOMES ASSOCIATION,

A NON-PROFIT CORPORATION

Page 5

ARTICLE XVIII

BYLAWS

The Board of Directors of this corporation may provide such Bylaws for the conduct of its business in the carrying out of its purposes as they may deem necessary from time to time. Upon proper notice, the Bylaws may be amended, altered or rescinded by a majority vote of those members of the Board of Directors present at any regular meeting or any special meeting called for that purpose with members of the Association being duly notified of proposed amendments to the Bylaws no less than thirty (30) days prior to said meeting except in case of emergency wherein notice may be provided ten (10) days prior to said meeting. When consented to in writing by any member, electronic notification to said member shall be deemed to conform to the requirements for written notification herein.

IN WITNESS WHEREOF, having been approved by a vote of the membership at the Annual Meeting held on the 8th day of June, 2007, we, being all the Board of Directors of PARADISE VILLAGE OF SHELL POINT HOMES ASSOCIATION, have hereunto set our hands to this document.

___________________________________________

Jack Diestelhorst, President

___________________________________________

Allen Dees, Vice President

___________________________________________

Kathleen Lamarche, Secretary/Treasurer

___________________________________________

Sarabeth Snuggs, Board Member

STATE OF FLORIDA

COUNTY OF WAKULLA

The foregoing instrument was acknowledged before me this _____ day of __________, 2007 by Jack Diestelhorst, Allen Dees, Kathleen Lamarche, and Sarabeth Snuggs, as all the Board of Directors of PARADISE VILLAGE OF SHELL POINT HOMES ASSOCIATION on behalf of the members of the PARADISE VILLAGE OF SHELL POINT HOMES ASSOCIATION.

________________________________________

(Signature of Notary Public - State of Florida)

(SEAL)

Personally Known ____ (or)

Produced Identification ____

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