ARTICLE I NAME
ARTICLE II PRINCIPAL OFFICE
ARTICLE III INITIAL REGISTERED OFFICE AND AGENT
ARTICLE IV PURPOSE AND POWERS OF THE NEIGHBORHOOD
ASSOCIATION
Section 4.1.
Section 4.2.
Section 4.3.
Section 4.4.
Section 4.5.
Section 4.6.
Section 4.7.
Section 4.8.
ARTICLE V MEMBERSHIP
Section 5.1.
Section 5.2.
ARTICLE VI VOTING RIGHTS
Section 6.1. Class A Members.
Section 6.2. Class B Members.
Section 6-3. Class C Members.
ARTICLE VII TURNOVER
Section 7.1 Time of Turnover.
Section 7.2 Procedure of Calling Turnover Meeting.
Section 7.3 Procedure for Meeting.
ARTICLE VIII BOARD OF DIRECTORS
Section 8.1.
Section 8.2.
ARTICLE IX AMENDMENTS
Section 9.1. Proposal.
Section 9.2. Notice.
Section 9.3. Resolution.
Section 9.4. Approval.
Section 9.5 Limitation.
Section 9.6
ARTICLE X OFFICERS
ARTICLE XI INDEMNIFICATION
Section 11.1. Indemnity.
Section 11.2. Expenses.
Section 11.3. Approval.
Section 11.4. Advances.
Section 11.5. Miscellaneous.
Section 11.6. Insurance.
ARTICLE XII BY-LAWS
ARTICLE XIII TRANSACTION IN WHICH DIRECTORS OR OFFICERS
ARE INTERESTED
Section 13.1
Section 13.2
ARTICLE XIV FHA/VA
ARTICLE XV DEFINITIONS
ARTICLE XVI SUBSCRIBER
ARTICLE XVII DISSOLUTION
ACKNOWLEDGEMENT
EXHIBIT "A" Legal Description of Property
In compliance with the requirements of Chapter 617, Florida Statutes, the undersigned subscribers, all of whom are above the age of eighteen (18) years and competent to contract, have this day voluntarily associated themselves together for the purpose of forming a corporation not for profit, the Articles of Incorporation of which read as follows:
The principal office of the Neighborhood Association is located at 12553
Lake Underhill Drive, Orlando, Florida 32828.
The initial registered office of this Association shall be located at 12553
Lake Underhill Drive, Orlando, Florida 32828 and the initial registered
agent of the Neighborhood Association at that address shall be Ralph E.
Smith, Sr. The Neighborhood Association may change its registered agent
or the location of its registered office, or both, from time to time without
amendment of these Articles of Incorporation.
This Neighborhood Association does not contemplate pecuniary gain or profit
to the Members thereof, and the specific purposes for which it is formed
are to provide for the ownership, operation, maintenance, and preservation
of the Neighborhood Common Area and for the maintenance and improvement
of any easements granted to the Neighborhood Association within the Neighborhood
known as WATERFORD LAKES TRACT N-25A NEIGHBORHOOD ASSOCIATION, INC. (the
"Neighborhood"). The Neighborhood is more particularly described
in Exhibit A attached hereto and incorporated herein by this reference and
is located in the development known as Waterford Lakes in Orange County,
Florida. Additionally, the Neighborhood Association was formed to preserve
the architectural control of the Neighborhood and promote the health, safety
and welfare of its members and residents within the Neighborhood and any
additional properties as may hereafter be brought within the jurisdiction
of the Neighborhood Association, and to:
Section 4.1
Exercise all of the powers, enforcement rights and privileges and to perform
all of the duties and obligations of the Neighborhood Association as set
forth in that certain Declaration of Neighborhood Covenants, Conditions
and Restrictions of Waterford Lakes Tract N-25A Neighborhood Association,
Inc., hereinafter called the "Neighborhood Declaration", applicable
to the Neighborhood and recorded or to be recorded in the Office of the
Clerk of the Circuit Court in and for Orange County, Florida and as the
same may be amended from time to time as therein provided, said Neighborhood
Declaration being incorporated herein as if set forth at length;
Section 4.2.
Fix, levy, collect and enforce payment by any lawful means, all charges
or assessments pursuant to the terms of the Neighborhood Declaration; to
pay all expenses in connection therewith and all office and other expenses
incident to the conduct of the business of the Neighborhood Association,
including all licenses, taxes or governmental charges levied or imposed
against the property of the Neighborhood Association;
Section 4.3.
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 Neighborhood Association;
Section 4.4.
Borrow money, and with the assent of the representatives of two-thirds (2/3)
of each class of Members, mortgage, pledge, deed in trust, or hypothecate
any or all of its real or personal property as security for money borrowed
or debts incurred;
Section 4.5.
Dedicate, sell or transfer all or any part of the Neighborhood Common Area
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,
sale or transfer shall be effective unless an instrument has been signed
by two-thirds (2/3) of the votes of each class of Members, agreeing to such
dedication, sale or transfer. However, there shall be no requirement of
participation by or agreement of the Members in the event the dedication,
sale or transfer is incidental to a replatting of any portion of the Neighborhood
Common Area;
Section 4.6.
Participate in mergers and consolidations with other nonprofit corporations
organized for the same purposes or annex additional residential property
and Neighborhood Common Area; provided that any such merger, consolidation
or annexation shall have the assent of two-thirds (2/3) of the votes of
each class of Members; and
Section 4.7.
Purchase, lease, hold, sell, mortgage, or otherwise acquire or dispose of
interests in, real or personal property, except to the extent restricted
hereby; to contract for the management and maintenance of the Neighborhood
Common Area and to authorize a management agent to assist the Neighborhood
Association in carrying out its powers and duties by performing such functions
as the submission of proposals, collection of assessments, preparation of
records, enforcement of rules and maintenance, repair and replacement of
the Neighborhood Common Area with funds as shall be made available by the
Neighborhood Association for such purposes. The Neighborhood Association
and its officers shall, however, retain at all times the powers and duties
granted by the Neighborhood Declaration, including but not limited to the
making of assessments, promulgation of rules and execution of contracts
on behalf of the Neighborhood Association; and
Section 4.8.
Have and to exercise any and all powers, rights and privileges which a corporation
organized under the Non-Profit Corporation Law of the State of Florida by
law may now or hereafter have or exercise.
Section 5.1.
Every owner, including the Declarant, shall be a Member of the Neighborhood
Association. Membership shall be appurtenant to and may not be separated
from ownership of any Residential Unit, Lot or Residential Property. Memberships
in the Neighborhood Association shall not be assignable, except to the successor-in-interest
of the Member.
Section 5.2.
There shall be three (3) classes of Members as follows:
(a) Class A Members. Class A Members shall be all Owners with the exception of (i) the Declarant and (ii) Class "C" Members.
(b) Class B Members. The Class B Member shall be the Declarant or its specifically designated (in writing) successor who shall remain a member so long as it owns a Lot or Unit subject to the Declaration; provided that the Class B membership shall cease and be converted to Class A membership as set forth in Section 6.2 and Article VII hereof.
(c) Class C Members. Class C Members shall consist of all Builders. Upon the transfer of title of any Lot or Unit which is held for resale by a Builder, the Class C membership interest appurtenant to such Lot or Unit shall automatically be converted to a Class A membership interest, unless the Lot or Unit is resold to the Declarant, in which case the membership shall automatically be converted to a Class B membership interest, or unless the Lot, with no Unit built thereon, is sold to another Builder, with the consent of Declarant, in which case the membership shall not convert.
(d) "Declarant", "Owner", "Unit", "Lot" and any other defined terms used herein or elsewhere in these Articles are used with the definitions given those terms in the Neighborhood Declaration.
Section 6.1. Class A Members.
Each Class A Member shall be entitled to one vote for each Unit owned by
the Class A Member. In no event shall more than one (1) vote be cast with
respect to any Unit.
Section 6.2. Class B Members.
The Class B Member(s) shall be the Declarant which shall be entitled to
three (3) votes for each Unit owned by it in the Neighborhood that is subject
to assessment by the Neighborhood Association. The Class B membership shall
cease and be converted to Class A membership upon turnover of the Neighborhood
Association as set forth in Article VII herein.
Section 6-3. Class C Members.
Each Class C Member shall be allocated one (1) vote for each unit owned
by the Class C Member.
Section 7.1 Time of Turnover.
The Turnover of the Neighborhood Association by the Declarant shall occur
at the Turnover meeting described in Section 7.2 below, which meeting shall
take place within sixty (60) days of the occurrence of the following events,
whichever occurs earliest:
(a) December 31, 2014.
(b) Upon voluntary conversion to Class A membership by the Declarant.
(c) When the total votes outstanding in the Class A membership equal the total votes outstanding in the Class B membership.
The Declarant, or its successors or assigns, shall remain a member so
long.as it owns a Lot or Unit subject to this Neighborhood Declaration.
Section 7.2 Procedure of Calling Turnover Meeting.
The purpose of the Turnover meeting shall be to elect directors to the Neighborhood
Association. No more than sixty (60) days and no less than thirty (30) days
prior to the Turnover meeting, the Neighborhood Association shall notify
in writing all Members of the date, location and purpose of the Turnover
meeting.
Section 7.3 Procedure for Meeting.
The Turnover meeting shall be conducted in accordance with the most recent
revision of Robert's Rules of Order.
Section 8.1.
The names and addresses of the members of the first Board of Directors who
shall hold office until the annual meeting of the members and until their
successors are elected or appointed and have qualified, are as follows:
NAME ADDRESS
RALPH E. SMITH, SR. 12553 Lake Underhill Drive
Orlando, FL 32828
MIRIAM RIVERA 12553 Lake Underhill Drive
Orlando, FL 32828
IVETTE VELASQUEZ 12553 Lake Underhill Drive
Orlando, FL 32828
Section 8.2.
The affairs of the Neighborhood Association shall be managed by a Board
of Directors as provided in and subject to the requirements of Article IV
of the By-Laws, but such Board of Directors shall consist of at least three
(3) Directors. Any Directors appointed by the Declarant need not be a Member
of the Neighborhood Association and need not be residents of the State of
Florida. All Directors not appointed by the Declarant shall be Members in
good standing of the Neighborhood Association and residents of the State
of Florida. No Member of the Neighborhood Association (whether appointed
by Declarant or elected) shall be eligible to be a Director unless such
Member is (a) a Member in good standing, and (b) has not violated any of
the terms and conditions of the Neighborhood Declaration. Each Director
elected by Members shall serve for a term from the date of the meeting at
which he is elected until the next annual meeting; provided, any Director
appointed by the Class B member shall serve at the pleasure of the Class
B member, and may be removed from office, and a successor Director may be
appointed at any time by the Class B member.
Section 9.1. Proposal.
An amendment or amendments to these Articles of Incorporation may be proposed
by the Board of Directors of the Neighborhood Association acting upon a
vote of the majority of the Directors, or by a majority of the Members of
the Neighborhood Association, whether meeting as Members or by instrument
in writing signed by them. Upon any amendment or amendments to these Articles
of Incorporation being proposed by the Board of Directors or Members, such
proposed amendment or amendments shall be transmitted to the President of
the Neighborhood Association, or the acting chief executive officer in his
absence, and a Meeting of the Members of the Neighborhood Association shall
be called not later than sixty (60) days from the receipt by him of the
proposed amendment or amendments.
Section 9.2. Notice.
It shall be the duty of the Secretary to give each Member written notice
of such meeting, stating the proposed amendment or amendments in reasonable
detailed form, which notice shall be mailed or presented personally to each
Member not less than fourteen (14) days nor more than sixty (60) days before
the date set for the meeting. If mailed, such notice shall be deemed to
be properly given when deposited in the United States mail, addressed to
the Member at his post office address as it appears on the records of the
Neighborhood Association, with postage thereupon prepaid. Any Member may,
by written waiver of notice signed by such Member, waive such notice, and
such waiver when filed in the records of the Neighborhood Association, whether
before, during or after the holding of the meeting, shall be deemed equivalent
to the giving of such notice to such Member.
Section 9.3. Resolution.
At the meeting at which the amendment is to be proposed and considered,
a resolution for the adoption of the proposed amendment may be made by any
member of the Board of Directors of the Neighborhood Association, or by
any Member of the Neighborhood Association, present in person or by proxy.
Section 9.4. Approval.
Except as elsewhere provided, the approval of a resolution for the adoption
of a proposed amendment to these Articles of Incorporation shall require
the affirmative vote of a majority of the members of the Board of Directors
of the Neighborhood Association, and the affirmative vote of not less than
seventy-five (75%) percent of the total votes that may be cast by the voting
Members of the Neighborhood Association. Members of the Board of Directors
and Members of the Neighborhood Association not present in person or by
proxy at the meeting at which the amendment is to be considered may express
their approval (or disapproval) of the amendment in writing, provided that
such approval is delivered to the Secretary of the Neighborhood Association
prior to the commencement of the meeting.
Section 9.5 Limitation.
No amendment shall make any changes in the qualification for membership
nor in the voting rights or property rights of members, nor any changes
in Sections 4.4, 4.5 and 4.6 of Article IV entitled "Purpose and Powers
of the Neighborhood Association", without approval of two-thirds (2/3)
of the votes of each class of Members and the joinder of all record owners
of mortgages upon Units. No amendment shall be made that is in conflict
with the Neighborhood Declaration, nor shall any amendment make any changes
which would in any way affect any of the rights, privileges, powers or options
herein provided in favor of or reserved to the Declarant, or the designated
successor of the Declarant, unless the Declarant or such successor shall
join in the execution of the amendment. As long as there is a Class B membership,
the following actions will require the prior approval of the Federal Housing
Administration or the Veterans Administration: annexation of additional
properties, mergers and consolidations, dedication and/or mortgaging of
Neighborhood Common Area, dissolution, and amendment of these Articles.
Section 9.6
Recording. Any amendment or amendments of these Articles of Incorporation
shall be transcribed and certified in such form as may be necessary to file
the same in the office of the Secretary of State of the State of Florida.
A certified copy of each amendment of these Articles of Incorporation shall
be recorded in the Public Records of Orange County, Florida, within thirty
(30) days from the date on which the same is filed and returned from the
office of the Secretary of State.
The affairs of the Neighborhood Association will be administered by the
officers designated in the By-Laws of the Neighborhood Association. Said
officers will be elected by the Board of Directors at its first meeting
following the annual meeting of Members of the Neighborhood Association
and will serve at the pleasure of the Board of Directors. The names and
addresses of the officers who are to manage the affairs of the Neighborhood
Association until the annual meeting of the Board of Directors and until
their successors are duly elected and qualified are:
PRESIDENT - RALPH E. SMITH, SR.
VICE PRESIDENT - MIRIAM RIVERA
SECRETARY/TREASURER - IVETTE VELASQUEZ
Section 11.1. Indemnity.
The Neighborhood Association shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
or investigative, by reason of the fact that he is or was a Director, employee,
officer or agent of the Neighborhood Association, against expenses (including
attorneys' fees and appellate attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceedings, if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interest
of the Neighborhood Association, and, with respect to any criminal action
or proceedings, has no reasonable cause to believe his conduct was unlawful,
except that no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable
for gross negligence or misfeasance or malfeasance in the performance of
his duty to the Neighborhood Association, unless and only to the extent
that the Court in which such action or suit was brought shall determine
upon application that despite the adjudication of liability, but in view
of all of the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such Court shall deem proper.
The termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not,
of itself, create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in or not opposed to
the best interest of the Neighborhood Association, and with respect to any
criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
Section 11.2. Expenses.
To the extent that a Director, officer, employee or agent of the Neighborhood
Association has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in Section 11.1 above, or in
defense of any action, suit or proceeding referred to in Section 11.1 above,
or in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees and appellate attorneys' fees)
actually and reasonably incurred by him in connection therewith.
Section 11.3. Approval.
Any indemnification under Section 11.1 above (unless ordered by a Court)
shall be made by the Neighborhood Association only as authorized in the
specific case upon a determination that indemnification of the Directors,
officers, employees or agent is proper under the circumstances because he
has met the applicable standard of conduct set forth in Section 11.1 above.
Such determination shall be made (a) by the Board of Directors by a majority
vote of a quorum consisting of Directors who were not parties to such action,
suit or proceeding, or (b) if such quorum is not obtainable, or, even if
obtainable, if a quorum of disinterested Directors so directs, by independent
legal counsel in a written opinion, or by a majority of the Members.
Section 11.4. Advances.
Expenses incurred in defending a civil or criminal action, suit or proceeding
may be paid by the Neighborhood Association in advance of the final disposition
or such action, suit or proceeding as authorized by the Board of Directors
in any specific case upon receipt of an undertaking by or on behalf of the
affected Director, officer, employee or agent to repay such amount unless
it shall ultimately be determined that he is entitled to be indemnified
by the Neighborhood Association as authorized in this Article XI.
Section 11.5. Miscellaneous.
The indemnification provided by this Article shall not be deemed exclusive
of any other rights to which those seeking indemnification may be entitled
under any By-Law, agreement, vote of Members or otherwise, and shall continue
as to a person who has ceased to be a Director, officer, employee or agent
and shall inure to the benefit of the heirs and personal representatives
of such person.
Section 11.6. Insurance.
The Neighborhood Association shall have the power to purchase and maintain
insurance on behalf of any person who is or was a Director, officer, employee
or agent of the Neighborhood Association, as a Director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not
the Neighborhood Association would have the power to indemnify him against
such liability under the provisions of this Article.
The first By-Laws of the Neighborhood Association will be adopted by the
Directors named herein, and may be altered, amended, or rescinded in the
manner provided by said By-Laws. Any By-Laws adopted by the Board of Directors
shall be consistent with these Articles.
Section 13.1
No contract or transaction between the Neighborhood Association and one
or more of its Directors or officers, or between the Neighborhood Association
and any other corporation, partnership, or Neighborhood Association, or
other organization in which one or more of its Directors or officers are
Directors or officers have a financial interest, shall be invalid, void
or voidable solely for this reason, or solely because the Director or officer
is present at or participates in the meeting of the Board or committee thereof
which authorized the contract or transaction, or solely because his or their
votes are counted for such purpose. No Director or officer of the Neighborhood
Association shall incur liability by reason of the fact that he is or may
be interested in any such contract or transaction.
Section 13.2
Interested Directors may be counted in determining the presence of a quorum
at a meeting of the Board of Directors or of a committee which authorized
the contract or transaction.
As long as there is a Class B membership, the following actions will require
the prior approval of the Federal Housing Administration or the Veterans
Administration: annexation of additional properties, mergers and consolidations,
mortgaging of Common Area, dedication of Common Area, dissolution and amendment
of these Articles.
Capitalized terms contained herein shall have the definitions and meaning
set forth in the Declaration of Protective Covenants, Conditions and Restrictions
of the Waterford Lakes Tract N-25A Neighborhood Association, Inc.
The name and address of the subscriber to these Articles of Incorporation
is:
RALPH E. SMITH, SR.
12553 Lake Underhill Drive
Orlando, Florida 32828
The Neighborhood Association may be dissolved with the assent given by not less than two-thirds (2/3) of the votes of each Class of Members. Upon dissolution of the Neighborhood Association, other than incident to a merger or consolidation, the assets of the Neighborhood Association shall be disposed of or transferred in accordance with the provisions of Article XVI, Section 14 of the Neighborhood Declaration.
IN WITNESS WHEREOF, the undersigned subscriber has executed these Articles of Incorporation this last day of June, 1994.
Signed: Ralph E. Smith, Sr.
STATE OF FLORIDA
COUNTY OF ORANGE
Sworn to and subscribed before me this last day of June, 1994, by Ralph E. Smith, Sr.
Signature of Notary Public-Sate of Florida
IVETTE VELASQUEZ
Print, type or stamp commissioned name of Notary
Personally known
CERTIFICATE DESIGNATING PLACE OF BUSINESS
FOR THE SERVICE OF PROCESS WITHIN FLORIDA AND REGISTERED
AGENT UPON WHOM PROCESS MAY BE SERVED
In compliance with Section 48.091, Florida Statutes, the following is submitted:
WATERFORD LAKES TRACT N-25A NEIGHBORHOOD ASSOCIATION, INC., desiring to organize as a corporation under the laws of the State of Florida with its registered office at 12553 Lake Underhill Drive, Orlando, Florida 32828 has named and designated Ralph E. Smith, Sr. as its Registered Agent to accept service of process within the State of Florida.
ACKNOWLEDGEMENT
HAVING BEEN NAMED to accept service of process for the above named corporation, at the place designated in this Certificate, I hereby agree to act in this capacity, and I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties as registered Agent.
Dated this last day of June, 1994
______________________________________
Ralph E. Smith, Sr.
Registered Agent
Commencing at the Southwest corner of the Northwest 1/4 of section 26, Township
22 South, Range 31 East, run S89°52'44"E, along the South line
of said Northwest 1/4, a distance of 1534.59 feet for a POINT OF BEGINNING;
thence S19°11'34"W, a distance of 133.84 feet; thence N45°00'00"E,
a distance of 280.00 feet; thence S90°00'00"E, a distance of 183.85
feet; thence N45°00'00"E, a distance of 219.82 feet; thence N00°00'00"E,
a distance of 183.85 feet; thence N45°00'00"E, a distance of 340.00
feet; thence N84°28'31"E, a distance of 1752.00 feet; thence N45°54'S4"E,
a distance of 294.00 feet to a point on the Easterly right-of-way line of
the proposed Lake Underhill Road Extension; thence S44°05'06"E,
along said right-of-way line, a distance of 343.11 feet to the point of
curvature of a curve, concave Southwesterly, having a central angle of 12°38'31"
and a radius of 960.00 feet; thence run Southeasterly along the arc of said
curve, a distance of 211.82 feet; thence departing said curve and said right-of-way
line, run S78°49'37"W, a distance of 487.24 feet; thence S69°08'36"W,
a distance of 37.41 feet; thence SO1°02'08"E,a distance of 446.02
feet; thence S73°20'05"W, a distance of 475.39 feet; thence S05°35'02"W,
a distance of 580.00 feet; thence N84°24'S8"W, a distance of 425.00
feet; thence N49°44'06"W, a distance of 418.27 feet; thence S79°04'13"W,
a distance of 291.73 feet to a point on a curve, concave Easterly, having
a central angle of 65°20'16" and a radius of 200.00 feet; thence
from a tangent bearing of S06°08'25"W, run Southerly along the
arc of said curve, a distance of 228.07 feet; thence departing said curve,
run S13°07'27"W, a distance of 101.78 feet; thence S35°17'44"W,
a distance of 387.91 feet; thence S46°46'll"W, a distance of 211.78
feet; thence S08°57'32"W, a distance of 366.47 feet to a point
on the Northerly right- of-way line of the proposed Lake Underhill Road
Extension, said point also being on a curve, concave Southerly, having a
central angle of 23°51'41" and a radius of 881.82 feet; thence
from a tangent bearing of N66°18'22"W, run Westerly along the arc
of said curve, a distance of 367.24 feet to the point of tangency: thence
S89°49'S7"W, a distance of 47.39 feet; thence N00°10'03"W,
a distance of 489.11 feet; thence N19°11'34"W, a distance of 740.96
feet to the POINT OF BEGINNING. Containing 77.036 acres more or less.