ARTICLES OF INCORPORATION

OF

SEMINOLE LAKES

PROPERTY OWNERS ASSOCIATION, INC.

(A Not-For-Profit Corporation)

THE UNDERSIGNED HEREBY ASSOCIATE THEMSELVES FOR THE PURPOSE OF FORMING A CORPORATION NOT-FOR-PROFIT UNDER AND PURSUANT TO CHAPTER 617, FLORIDA STATUTES, AND DO HEREBY CERTIFY AS FOLLOWS:

ARTICLE I

NAME

The name of the Corporation shall be SEMINOLE LAKES PROPERTY OWNERS ASSOCIATION, INC. and shall have its initial principal place of business at 100 Madrid, Suite 212, Punta Gorda, Florida 33950. For convenience, the Corporation shall be herein referred to as the "Association."

ARTICLE II

PURPOSES AND POWER

2.1 Purposes. The specific primary purposes for which the Association is organized are to provide for maintenance, preservation and architectural control of the parcels and common elements within a certain tract of real property described as Seminole Lakes (both phases), and to promote the health, safety and welfare of the residents within the above-described development and such additions thereto as may hereafter be brought within the jurisdiction of the Association for such purpose.

2.2 Powers. In furtherance of such purposes set forth in Section 2.1 above, the Association shall have the power to:

Perform all of the duties and obligations of the Association as set forth in a certain Amended and Restated Declaration of Covenants, Conditions and Restrictions (the Declaration) applicable to the development and to be recorded in the Public Records of Charlotte County, Florida.

Affix, levy, collect and enforce payment by any lawful means of all charges and assessments pursuant to the terms of the Declaration; and pay all expenses in connection therewith, and all office and other expenses incidental to the conduct of the business of the Association, including all licenses, taxes or governmental charges levied on or imposed against the property of the Association.

Acquire (by gift, purchase or otherwise), own, hold and improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate to public use, or otherwise dispose of real and personal property in connection with the affairs of the Association.

Borrow money and, subject to the consent by vote or written instrument of two-thirds (2/3) of each class of members, mortgage, pledge convey by deed of trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred.

Dedicate, sell or transfer all or any part of the common areas to any municipality, public agency, authority, or utility for such purposes and subject to such conditions as may be agreed upon by the Members. No such dedication, sale or transfer shall be effective unless an instrument has been signed by two-thirds (2/3) of each class of Members, agreeing to such dedication, sale or transfer.

Participate in mergers and consolidations with other nonprofit corporations organized for the same purposes, or annex additional residential property or common areas, provided that any merger, consolidation or annexation shall have the assent by vote or written instrument of two-thirds (2/3) of each class of Members.

Have and exercise any and all powers, rights and privileges that a nonprofit corporation organized under Chapter 617 of the Florida statutes by law may now or hereafter have or exercise.

2.3 The Association is organized and shall be operated exclusively for the purposes set forth above. The activities of the Association will be financed by assessments against Members as provided in the Declaration, and no part of any net earnings of the Association will inure to the benefit of any Member.

ARTICLE III

MEMBERS

3.1 Every person or entity who is a record owner of a fee or undivided fee interest in any parcel which is subject by covenant of record to assessment by the Association, including contract sellers, but excluding persons or entities holding title merely as security for performance of an obligation, shall be a Member of the Association. Membership shall be appurtenant to and may not be separated from ownership of a parcel which is subject to assessment by the Association.

ARTICLE IV

DURATION

          4.1 The period of duration of the Association shall be perpetual.

ARTICLE V

OFFFICERS AND DIRECTORS

          5.1 The affairs of the Association will be managed by a Board of Directors, a President and Vice President, who shall at all times be
          Members of the Board of Directors, and a Secretary and Treasurer. Such officers shall be elected at the first annual meeting of
          the Board of Directors.

5.2 The names and addresses of the officers who shall hold office until their successors are elected and have qualified, or unless removed for cause, are as follows:

OFFICERS TITLE ADDRESS

Jack F. Stephenson , President
5487 Beaujolais Lane
Ft. Myers, Florida

Sandra King, Secretary
 Post Office Box 1388
Punta Gorda, Florida

5.3 The number of persons constituting the first Board of Directors of the Association shall be four (4), and thereafter, the membership shall consist of not less than three (3) and not more than five (5), and the names and addresses of the persons who shall serve as Directors until the first election are:

DIRECTORS ADDRESS

Jack F. Stephenson,
5487 Beaujolais Lane
Ft. Myers, Florida

Sandra King,
 Post Office box 1388
Punta Gorda, Florida

Alfred M. Johns,
 1 Woodland Drive
Punta Gorda, Florida

James Slack,
Post Office Box 1255
Punta Gorda, Florida

The method by which Directors are elected shall be as set forth in the

Bylaws.

ARTICLE VI

BYLAWS

The Bylaws of the Association may be made, altered or rescinded at any annual meeting of the Association, or at any special meeting duly called for such a purpose, on the affirmative vote of a majority of each class of Members existing at the time, present in person or by proxy at such meeting, except that the initial Bylaws of the Association shall be madeand adopted by the Board of Directors.

ARTICLE VII

AMENDMENTS

Amendments to these Articles of Incorporation may be proposed by any Member of the Association. These Articles may be amended at any annual meeting of the Association, or at any special meeting duly called and held for such a purpose, on the affirmative vote of a majority of the number of total votes of the Membership existing at the time of such meeting.

ARTICLE VIII

TERM

The term of the Association shall be perpetual.

ARTICLE IX

CLASSES OF VOTING MEMBERS

The Association shall have two (2) classes of voting Members as follows:

Class A: Class A Members shall be all owners in both phases except the Declarant. Each class A Member shall be entitled to one (1) vote for each parcel for which he or she holds the interest for Membership required by Article III above. When more than one person holds such interest or interest in any parcel, all such persons shall be Members and the vote for such parcel shall be exercised as they, among themselves, determine, but in no event shall more than one (1) vote be cast with respect to any parcel.

Class B: The Class B Member shall be the Declarant, its successors and assigns. The Class B Member shall be entitled to five (5) votes for each unsold parcel in both phases, whether or not constructed, provided that, when eighty percent (80%) (rounded) of both parcels in all phases have been sold by the Declarant, the Class B Membership shall cease and be converted to Class A Membership, including all parcels held by the Declarant if Declarant shall retain ownership of any parcels.

ARTICLE X

INCORPORATON

The names and address of each incorporator is as follows:

INCORPORATORS ADDRESS

Jack F. Stephenson,
 5487 Reaujolais Lane
Ft. Myers, Florida

Alfred M. Johns,
 1 Woodland Drive
Punta Gorda, Florida

ARTICLE XI

DISSOLUTION

On dissolution, the assets of the Association shall be distributed to an appropriate public agency to be used for purposes similar to those for which the Association was created. In the event such distribution is refused acceptance, such assets shall be granted, conveyed and assigned to any nonprofit corporation, association, trust or other organization organized and operated for such similar purposes.

ARTICLE XII

REGISTERED AGENT

The initial registered agent of the corporation shall be Charles T. Boyle and the initial registered address of the corporation shall be 115 West Olympia Avenue, Punta Gorda, Florida 33950.

ARTICLE XIII

EFFECTIVE DATE

The effective date of this corporation shall be upon filing with the office of the Secretary of State of the State of Florida.

ARTICLE XIV

INDEMNIFICATION

Each Director and Officer of this Association shall be indemnified by the Association against all costs and expense reasonably incurred or imposed upon him or her in connection with or arising out of any action, suit or proceedings in which he or she may be involved or to which he or she may be made a party by reason of his or her having been a Director or Officer of this Association, such expense to include the cost of reasonable settlement (other amounts paid to the Association itself).

IN WITNESS WHEREOF, we have hereunto set our hands and seals at Punta Gorda, Florida, this 24th day of September , 1991.

INCORPORATORS:

 

STATE OF FLORIDA

COUNTY OF CHARLOTTE

I hereby certify that on this 24th day of September , 1991, before me, the undersigned authority, personally appeared Jack F. Stephenson and Alfred M. Johns , to me known to be the persons described in and who executed the foregoing Articles of Incorporation, and acknowledged before me that they made and subscribed the same for the uses and purposes therein mentioned and set forth.

WITNESS my hand and official seal at Punta Gorda , said County and State, the day and year first above written.

My Commission Expires:

Notary Public State of Florida

My Commission Expires: Feb. 9, 1993

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CERTIFICATE DESIGNATING PLACE OF BUSINESS

OR DOMICILE FOR THE SERVICE OF PROCESS WITHIN THE

STATE NAMING AGENT UPON WHOM PROCESS IS TO BE SERVED

In pursuance of Chapter 48.091, Florida Statues, the following is submitted, in compliance with said Act:

First: That SEMINOLE LAKES PROPERTY OWNERS ASSOCIATION, INC., desiring to organize under the laws of the State of Florida, with its principal office, as indicated in the Certificate of Incorporation, at Punta Gorda, County of Charlotte, State of Florida, has named:

Charles T. Boyle

located at 115 West Olympic Avenue, Punta Gorda, County of Charlotte, State of Florida, as its agent to accept service of process within this State.

Seminole Lakes Property Owners

Association Inc.

 

 

 

Acknowledgment:

Having been named to accept service of process for the above stated corporation, at place designated in this certificate, I hereby accept to act in this capacity, and agree to comply with the provision of said Act relative to keeping open said office.