|
ARTICLES OF
INCORPORATION (a corporation not for profit) In order to form a corporation under and in accordance with the laws of the State of Florida for the formation of corporations not for profit, I, the undersigned, hereby associate myself into a corporation for the purposes and with the powers hereinafter mentioned and to that end I do, by these Articles of Incorporation, set forth:
ARTICLE I The name of the corporation shall be THE HAMMOCK BEACH ESTATES HOME OWNER’S ASSOCIATION, INC. For convenience, the corporation shall be referred to in this instrument as the “Association”.
ARTICLE II
2.1 The purpose for which the association is organized is to provide an entity to carry out and accomplish the purposes described in the Declaration of Restrictive Covenants and Easements for the Hammock Beach Estates Home Owner’s Association, Inc. (“The Declaration”), as recorded in the Public records of Flagler County, Florida, to undertake the management, maintenance, operation, ownership and other duties relating to the property for the common benefit of lots described in the above Declaration. 2.2 The association shall make no distribution of income to its members, directors, or officers, being conducted as a non-profit corporation for the benefit of its members. ARTICLE III The Association shall have the following powers: 3.1 The Association shall have all of the common law and statutory powers of a corporation not for profit which are not in conflict with the terms of these Articles. 3.2
The Association shall have all of the powers and duties set forth in the
Declaration including, but not limited to, the following: a. To make and establish reasonable rules and regulations relating to Hammock Beach Estates. b. To make and collect assessments against members of the association as unit owners to defray the costs, expenses and losses of the Association. c. To use the proceeds of assessments in the exercise of its powers and duties. d. To enforce by legal means the provisions of the Declaration, e.
To exercise, undertake and accomplish all of the rights, duties, and
obligations which may be granted to or imposed upon the Association by the
Declaration of By-Laws. 3.3
All funds acquired by the Association shall be held in a trust for the
members in accordance with the provisions of the Declaration these
Articles of Incorporation and the By-Laws. ARTICLE IV The
qualification of the members, the manner of their admission to membership and
termination of such membership, and voting by members shall be as follows: 4.1 The members of the association shall consist of all of the record owners of a fee estate in any lot within the Hammock Beach Estates. 4.2 Immediately upon divestment of a member’s ownership in a lot, regardless of the means by which ownership shall be divested, such owner’s membership shall terminate. Any successor owner shall be entitled to membership upon providing written notice to the Association of such ownership interest. At the request of the Association, the successor owner shall provide the Association with a certified copy of the instrument evidencing his ownership interest. 4.3 The interest of a member in the funds and assets of the Association cannot be assigned, hypothecated or transferred in any manner except as an appurtenance to his lot. The funds and assets of the Association belong solely to the Association, subject to the limitation that the same be expended, held or sued for the benefit of the membership and in the By-Laws which may be hereinafter adopted. 4.4
On all matters on which the membership shall be entitled to vote, there
shall be one (1) vote appurtenant to each lot.
Votes may be exercised or cast by the owner or owners of each lot in such
manner as may be provided in the Declaration and the By-Laws hereinafter adopted
by the Association. ARTICLE V The
principal office of the Association shall be 2315 North AIA, Flagler Beach,
Florida 32136, but the Association may maintain offices and transact business in
such other places as may from time to time be designated by the Board of
Directors. ARTICLE VI 6.1 The Affairs of the Association will be managed by a Board consisting of not less than three (3) nor more than five (5) directors. The number of the Board of Directors shall be as provided from time to time by the By-Laws of the Association, and in the absence of such determination shall consist of three (3) directors. A Director need not be a member of the Association. 6.2 Directors of the Association shall be elected at the annual meeting of the members in a manner provided by the By-Laws. Directors may be removed and vacancies on the Board of Directors shall be filled in a manner provided by the By-Laws, 6.3
The names and addresses of the first board of directors who shall hold
office until their successors are elected and have qualified, or until removed
are as follows: 1. Stan Rosenbaum 2. Lee Pelicano 3. JoAnn Rosenbaum |