Oct-07-02 04:50pm From-BAKER&HOSTETLER, LLP H02000209077 5 T-547 P.02/07 F-826 ARTICLES OF INCORPORATION OF HARMONY RESIDENTIAL OWNERS ASSOCIATION, INC.
(A Florida Not For Profit Corporation) FILED 02 OCT-7 AM 8:30 TALLAHASSEE, FLORID SECRETARY OF STATES The undersigned, by these Articles, associate themselves for the purpose of form for profit corporation under Chapter 617, Florida Statutes, and certify as follows: Article L.
* Name. The name of the Corporation shall be Harmony Residential Owners Association, Inc. For convenience, the Corporation shall be referred to in this Instrument as the "Association."
Article 2.
Address. The address of the initial principal office of the Association and the initial mailing address of the Association is 4305 Neptune Road, St. Cloud, Florida 34769.
Article 3. Definitions. All capitalized terms used herein which are not defined shall have the same meaning as set forth in the Harmony Residential Properties Declaration of Covenants, Conditions, and Restrictions, recorded or to be recorded in the Official Records of Osceola County, Florida, as amended from time to time (the "Declaration").
Article 4.
(a) Purposes. The purposes for which the Association is organized are: to be and constitute the Association to which reference is made in the Declaration, to perform all obligations and duties of the Association, and to exercise all rights and powers of the Association, as specified therein, in the By-Laws of the Association, and as provided by law; and (b) to provide an entity for the furtherance of the interests of the owners of real property subject to the Declaration.
Article 5.
Powers. The powers of the Association shall include and be governed by the following provisions: A.
e furtherance of the interests of the owners of real property subject to the Declaration.
Article 5.
Powers. The powers of the Association shall include and be governed by the following provisions: A.
The Association shall have all of the powers conferred upon a nor for profit corporation under Florida statutory and common law and all of the powers necessary or desirable to perform the obligations and duties and to exercise the rights and powers set out in these Articles, the By-Laws or the Declaration, including, without limitation, the power: (i) to fix and to collect assessments and other charges to be levied against the Units; (1) To manage, control, operate, maintain, repair, and improve property subject to the Declaration or any other property for which the Association by rule, regulation, covenant, or contract has a right or duty to provide such services; H02000209077 5 Oct-07-02 04:50pm From-BAKER&HOSTETLER,LLP HUZUR ZU90773 + T-547 P.03/07 F-826 (iii) to enforce covenants, conditions, or restrictions affecting any property to the extent the Association may be authorized to do so under the Declaration or ByLaws; (iv) to engage in activities which will actively foster, promote, and advance the common interests of all owners of real property subject to the Declaration; (v) to buy or otherwise acquire, sell, or otherwise dispose of, mortgage, or otherwise encumber, exchange, lease, hold, use, operate, and otherwise deal in and with real, personal, and mixed property of all kinds and any right or interest therein for any purpose of the Association, subject to such limitations as may be set forth in the Declaration or By-Laws; (vi) to borrow money for any purpose, subject to such limitations as may be contained in the By-Laws;
of the Association, subject to such limitations as may be set forth in the Declaration or By-Laws; (vi) to borrow money for any purpose, subject to such limitations as may be contained in the By-Laws; (vii) to enter into, make, perform, or enforce contracts of every kind and description, and to do all other acts necessary, appropriate, or advisable in carrying out any purpose of the Association, with or in association with any other association, corporation, or other entity or agency, public or private; (viii) to act as agent, trustee, or other representative of other corporations, firms, or individuals, and as such to advance the business or ownership interests in such corporations, firms, or individuals; (ix) to adopt, alter, and amend or repeal such By-Laws as may be necessary or desirable for the proper management of the affairs of the Association; provided, however, such By-Laws may not be inconsistent with or contrary to any provisions of the Declaration or the Articles of Incorporation; and (x) to provide any and all supplemental municipal services to the real property subject to the Declaration as may be necessary or proper.
The foregoing enumeration of powers shall not limit or restrict in any manner the exercise of other rights and powers which may now or hereafter be permitted by law; the powers specified in each of the paragraphs of this Article 5 are independent powers, not to be restricted by reference to or inference from the terms of any other paragraph of this Article.
B.
or officers.
The Association shall make no distributions of income to its members, directors, Article 6.
Members.
A The owners of each Tract, Lot or Unit, as those terms are defined in the Declaration, shall be a member of the Association and shall be entitled to vote in accordance
directors, Article 6.
Members.
A The owners of each Tract, Lot or Unit, as those terms are defined in the Declaration, shall be a member of the Association and shall be entitled to vote in accordance with the terms of the Declaration, except there shall be no vote for any Unit owned by the 2 H02000209077 5 Oct-07-02 04:51pm From-BAKER&HOSTETLER.LLP TUĻUVUZU98773 + T-547 P.04/07 F-826 Association or a governmental agency. The manner of the exercising voting rights shall be as set forth in the Declaration and in the By-Laws of the Association.
B. Change of membership in the Association shall be established by recording in the Official Records of Osceola County, Florida, a deed or other instrument establishing record title to real property subject to the Declaration. Upon such recordation, the owner designated by such instrument shall become a member of the Association and the membership of the prior owner shall be terminated.
C.
The share of a member in the funds, liabilities and assets of the Association cannot be assigned, hypothecated, or transferred in any manner, except as an appurtenance of its Unit.
Article 7.
Term. The Association shall be of perpetual duration.
Directors.
Article 8.
A.
The affairs of the Association shall be conducted, managed, and controlled by a Board of Directors. The initial Board of Directors shall consist of three directors. The number of directors may be increased in accordance with the By-Laws, but at all times shall consist of not less than three directors.
B.
The names and addresses of the members of the initial Board of Directors, who shall hold office until their successors are elected and have qualified, or until removed, are as follows: James L. Lentz 3233 Tindall Acres Rd.
Kissimmee, Florida 34744-9227 Vence Smith, Jr.
ors, who shall hold office until their successors are elected and have qualified, or until removed, are as follows: James L. Lentz 3233 Tindall Acres Rd.
Kissimmee, Florida 34744-9227 Vence Smith, Jr.
410 Water Sweet Celebration, Florida 34747 Kenton J. Foreman 266 Lakay Place Longwood, Florida 32779 C. The method of election, removal, and filling of vacancies on the Board of Directors and the term of office of directors shall be as set forth in the By-Laws.
D.
The Board may delegate its operating authority to such corporations, individuals, and committees as it, in its discretion, may determine.
3 H02000209077 5 Oct-07-02 04:51pm From-BAKER&HOSTETLER, LLP + T-547 P.05/07 F-826 Article 9.
By-Laws. The By-Laws of the Association shall be adopted by the Board of Directors and may be altered, amended, or rescinded in the manner provided in the By-Laws.
Article 10. Liability of Directors. To the fullest extent that the Florida Not For Profit Corporation Act, as it exists on the date hereof or as it may hereafter be amended, permits the limitation or elimination of the liability of directors, no director of the Association shall be personally liable to the Association or its members for monetary damages for breach of duty of care or other duty as a director. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Association for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.
Article 11. Dissolution. The Association may be dissolved only as provided in the By-Laws and by the laws of the State of Florida. Any dissolution shall be subject to the terms of Article 13 hereof, if applicable.
Article 12.
Article 13.
ion may be dissolved only as provided in the By-Laws and by the laws of the State of Florida. Any dissolution shall be subject to the terms of Article 13 hereof, if applicable.
Article 12.
Article 13.
Amendments. Amendments to these Articles of Incorporation may be proposed and adopted as provided in Chapter 617, Florida Statutes; provided, no amendment shall be effective to impair or dilute any rights of members that are governed by such Declaration. Any proposed amendment must be approved by Owners representing 2/3 of the Total Class "A" votes in the Association, and the consent of the Class "B" Member, if such exists.
VA/HUD. So long as there is a Class "B" membership and so long as HUD and/or VA is holding, insuring or guaranteeing any loan secured by property subject to the Declaration, the following actions shall require the prior approval of HUD and/or VA, respectively: annexation of additional property other than that described on Exhibit “B” to the Declaration, any dedication or mortgage of the Common Areas, any merger or consolidation in which the Association is a participant, dissolution of the Association, or material amendment of these Articles.
In addition, so long as there is a Class "B" membership and so long as HUD and/or VA is holding, insuring or guaranteeing any loan secured by property subject to the Declaration, upon dissolution of the Association, other than incident to a merger or consolidation, the assers of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association was created, or shall be granted, conveyed and assigned to a non-profit corporation, association, trust or other organization to be devoted to such similar purposes.
Article 14. Incorporator.
ociation was created, or shall be granted, conveyed and assigned to a non-profit corporation, association, trust or other organization to be devoted to such similar purposes.
Article 14. Incorporator.
The name of the incorporator of the Association is A.G.C. Co., an Ohio corporation and such incorporator's address is 200 South Orange Avenue, Suite 2300, Orlando, Florida 32801.
Article 15.
Registered Agent and Office.
The initial registered office of the Association is 200 South Orange Avenue, Suite 2300, Orlando, Florida 32801, and the initial registered agent at such address is A.G.C. Co., an Ohio corporation.
4 H02000209077 5 Oct-07-02 04:51pm From-BAKER&HOSTETLER, LLP + T-547 P.06/07 F-826 IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation this 7th day of October 2002.
A.G.C. Co., an Ohio corporation BJ: A homes Ball Name: As Its Vice President 5 H02000209077 S Oct-07-02 04:52pm From-BAKER&HOSTETLER, LLP + 7-547 P.07/07 F-826 CERTIFICATE OF DESIGNATION REGISTERED AGENT/REGISTERED OFFICE Pursuant to the provisions of Sections 607.0501 or 617.0501, (F) Florida Statutes, the undersigned corporation, organized under the laws of the State of Florida, submits the following statement in designating the registered office/registered agent, in the State of Florida.
1.
The name of the corporation is: Harmony Residential Owners Association, Inc.
2.
The name and address of the registered agent and office is: A.G.C. Co., an Ohio corporation, 200 South Orange Avenue, Suite 2300, Orlando, Florida 32801.
HAVING BEEN NAMED AS REGISTERED AGENT AND TO ACCEPT SERVICE OF PROCESS FOR THE ABOVE STATED CORPORATION AT THE PLACE DESIGNATED IN THIS CERTIFICATE, I HEREBY ACCEPT THE APPOINTMENT AS
, Florida 32801.
HAVING BEEN NAMED AS REGISTERED AGENT AND TO ACCEPT SERVICE OF PROCESS FOR THE ABOVE STATED CORPORATION AT THE PLACE DESIGNATED IN THIS CERTIFICATE, I HEREBY ACCEPT THE APPOINTMENT AS REGISTERED AGENT AND AGREE TO ACT IN THIS CAPACITY. I FURTHER AGREE TO COMPLY WITH THE PROVISIONS OF ALL STATUTES RELATING TO THE PROPER AND COMPLETE PERFORMANCE OF MY DUTIES, AND I AM FAMILIAR WITH AND ACCEPT THE OBLIGATIONS OF MY POSITION AS REGISTERED AGENT.
A.G.C. Co., an Ohio corporation By Print Name G. Thomas Ball TALLAHASSEE, FLORIDA SECRETARY OF STATE Title Vice President Date October 7, 200.
FILED 02 OCT-7 AM 8:30 H02000209077 5 COVER LETTER TO: Amendment Section Division of Corporations SUBJECT: Harmony Residential Owners Association, Inc.
(Name of Corporation) DOCUMENT NUMBER: N02000007671 The enclosed Statement of Change of Registered Office/Agent and fee are submitted for filing.
Please return all correspondence concerning this matter to the following: Jack Hanson (Name of Contact Person) Melrose-Sovereign Companies (Firm/Company) 1600 West Colonial Drive (Address) Orlando, FL 32804 (City/State and Zip Code).
For further information concerning this matter, please call: Jack Hanson (Name of Contact Person) (Area Code & Daytime Telephone Number) Enclosed is a $35.00 check made payable to the Department of State.
Mailing Address: Amendment Section Division of Corporations P.O. Box 6327 Tallahassee, FL 32314 Street Address: Amendment Section Division of Corporations Clifton Building 2661 Executive Center Circle Tallahassee, FL 32301 CR2E045 (8/05) STATEMENT OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT OR BOTH FOR CORPORATIONS
ection Division of Corporations Clifton Building 2661 Executive Center Circle Tallahassee, FL 32301 CR2E045 (8/05) STATEMENT OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT OR BOTH FOR CORPORATIONS Pursuant to the provisions of sections 607.0502, 617.0502, 607.1508, or 617.1508, Florida Statutes, this statement of change is submitted for a corporation organized under the laws of the State of Florida in order to change its registered office or registered agent, or both, in the State of Florida.
1. The name of the corporation: Harmony Residential Owners Association, Inc.
2. The principal office address: 2180 W. State Road 434, Suite 5000, Orlando, FL 32779 3. The mailing address (if different): 2180 W. State Road 434, Suite 5000, Orlando, FL 32779 4. Date of incorporation/qualification: 10/7/02 Document number: N02000007671 5. The name and street address of the current registered agent and registered office on file with the Florida Department of State: (If resigned, enter resigned) James W. Hart 2180 W. State Road 435, Suite 5000 Longwood, FL 32779-5044 6. The name and street address of the new registered agent (if changed) and /or registered office (if changed): Jack Hanson 1600 West Colonial Drive (P.O. Box NOT acceptable) Orlando, FL 32804 FILED TALLAHASSEE, FLORIDA SECRETARY OF STATE 2009 JAN 12 AM 8:51 The street address of its registered office and the street address of the business office of its registered agent, as changed will be identical.
Such change was authorized by resolution duly adopted by its board of directors or by an officer so authorized by the board, or the corporation has been notified in writing of the change.
(Signature of an Officer or director) SHOP TOME (officer) (Printed or typed name and title)
or by an officer so authorized by the board, or the corporation has been notified in writing of the change.
(Signature of an Officer or director) SHOP TOME (officer) (Printed or typed name and title) I hereby accept the appointment as registered agent and agree to act in this capacity, I further agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I am familiar with and accept the obligation of my position as registered agent. Or, if this document is being filed merely to reflect a change in the registered office address, I hereby confirm that the corporation has been notified in writing of this change.
Signature of Registered Agent) If signing on behalf of an entity: 11/21/08 (Dute) CR2E045 (8/05) (Typed or Printed Name) MAKE CHECKS PAYABLE TO Florida DEPARTMENT OF STATE MAIL TO: DIVISION OF CORPORATIONS, P.O. BOX 6327, TALLAHASSEE, FL 32314