Instrument#: 2020175278 , P~) of 84 ARTICLES OF INCORPORATION FOR RIDGEWOOD HOMEOWNERS ASSOCIATION OF HILLSBOROUGH COUNTY, INC.
(fl corporation not-for-profit) (; The name of the corporation shall be the Ridgewood Homeowners Association of U, Hillsborough County, Inc., a Florida corporation not for profit (the "Association"~.
'"' lttc~ -Ot> y ARTICLE XIX -PRINCIPAL PLACE OF BUSINESS AND MAILING ADDRESS (;~ The corporation is organized as a corporation not-for-profit under Chapter 617 of the laws of the State of Florida, subject to the extent applicable, to Chapter 720 of the laws of the (J ~ State of Florida. The specific p ses for which the corporation is organized are: including landscaping and other improvements in and/or benefiting said Association Property and Common Areas, for which the obligation to maintain and repair has been delegated and accepted.
Instrument #: 2020 l 75278, P~O of 84 and location f, and landscaping arowid, all buildings and improvements in the Community as provided for · the Declaration, which may include walls fences, swimming pools, sewers,
and location f, and landscaping arowid, all buildings and improvements in the Community as provided for · the Declaration, which may include walls fences, swimming pools, sewers, drains, disposal systems or other structures constructed, placed or permitted to remain in the Property, as well as the alteration, improvement, addition or change thereto.
To operate r:J:out profit for the benefit of its Members.
To perform thos ctions granted to or reserved by the Ass ciation in (' 0o.oy l?11;yS-1:_ The Association shall have 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 Bylaws or the Declaration including, without limitation, the following: Section 3. To delegate power or powers where such is deemed in the interest of the Association.
Section 4. To affix asslssments to be levied against Lots within the , roperty and the costs of effectuating the objects and , UrpQses of the Association and to create reasonable reserves for such expenditures and to autho ize its Board of Directors, in its discretion, to ente into agr:eements with mortgage companies an oih organizations for the collection of sucn Sectmn 5. To pay taxes and other charges, i~y on or against the Association Property and the Common Area.
Section 6. To have all express powers conferred upon the Assojiation by the (JA i Declaration, Chapter 720, Florida'8tatutes, and to have all powers conferred upon a corooration :'Q Section 7. To engags; ·n activities which will actively foster, promote and advance
upon a corooration :'Q Section 7. To engags; ·n activities which will actively foster, promote and advance T service to ti ,. ovided to the Association. 'J::: Section 8. To own, convey, 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 pro erty of all kinds and any right or interesu.erein of the 'C 'C co.oy "11:-/ co.oy "l::fYl'JIY.
Instrument#: 2020175278 , P~l of 84 U, Section 10. To sue and isued. (; including all ihl , ditches, swales, culverts, water control structures, retention and detention areas, ponds, lakes, floodplains compensation areas, wetlands and any associated buffers, if any, wetland mitigation areas, as applicable and required by the Permit, preserve areas, if any, and U, drainage easements and to contrac for services to provide for such operation and maintenance.
ARTICLE XXII-MANNER OF ELECTION OF DIRECTORS
mon Areas and Association Propen. and all other property dedicated to or maintainetlmy "'Q '° the Association. 0 / r · i h the affirmative vote of at least ARTICLE XXII-MANNER OF ELECTION OF DIRECTORS Directors shall be elected oY. ointed in accordance with the provisions of the Byla Section l. Every Owner of a Lot shall be a Me b r f the Association and subject to ~l the terms and conditions of the Declaration. Membership shall be appurtenant to and may not be separated from ownership of any Lot which is subject to Assessment.
U, Section 2. The Associa 'on shall have two classes of voting membership: than one vote oe cast with respect to any Lot. 'J_ Class B. The Class B Member shall be the Declarant. The Class B Member shall be entitled to three (3) votes for each of the votes held by all other Members of the Association /~() "' "'Instrument#: 2020175278 , P~ of 84 ul\tc three montfis after 90% of the Lots have been conveyed to Owners other than the Declarant or its f' //:" designate sucGessor or assigns, or at an earlier date at the &ole tliscretion of the Declarant unless '~
tfis after 90% of the Lots have been conveyed to Owners other than the Declarant or its f' //:" designate sucGessor or assigns, or at an earlier date at the &ole tliscretion of the Declarant unless '~ otherwise pro "ded by applicable law ("Turnover"). At sucli time, the Declarant shall call a meeting in accordance with the provisions herein for Special Meetings, to provide for the turnover of control of the Board of Directors to the Owners. The Declarant shall have the right, / 1 in its sole discretion, to appoint one member of the Board of Directors for so Jong as the V ""c Declarant owns at least five percent (5%) f the Lots within the Property. Upon expiration of the ~Class B membership, the Declarant shal beoome a Class A Member for each t it still The Boafcl of Directors of the Corporation shall Be comprised of at least three (3) directors. The members of the Board of Directors and their street addresses are: (/"" Director: C Q 46 E Central Ave 01' Witifer Haven FL 33880 -Ot:> , r /. y rvy I Winter Haven F 33880 346 E Central Ave U, (; Winter Haven FL 33880 / ~Q As long as Declarant or its desigg.ated successor or assigns shall have the right to a oint appointed any time by the Declarant. D At the first annual election to the Board of Directors where Directors are elected by the
arant, and may be r moved from office, and a successor Directori may be appointed any time by the Declarant. D At the first annual election to the Board of Directors where Directors are elected by the Members, the term of office of the elected Director receiving the highest plurality of votes shall be established at two (2) years, with the other elected Directors to serve for a term of one (1) year. Elections shall be by plurality votes. All Directors shall hold office until the election of ew directors at the next annual meeting or resignation of said Director. Each year the ea -er,.as office of Directors expiring at sue time and the te of the Director so elect or appointed at / / /' their elect 0 d thereafter until their successors are 0 ly lected and quahfied, or until 'r removed from office with or without cause by the affirmative te of a majority of the Members 'which elected or appointed them.
2 The Officers of the Association shall be a President, a ice President, a Secretary and a '(_ Treasurer, and such other officers as the Board of Directors may from time to time, by resolution, create. Any two or more offices may be held by the same person except the offices of President and Secretary. Officers shall be elected for one (1) year terms in acc0rdance with the procedures set forth in the Bylaws lfihe names of the Officers who are to manage the affairs of e Association until the next annual meeting of the Board of Directors and until their u cessors
with the procedures set forth in the Bylaws lfihe names of the Officers who are to manage the affairs of e Association until the next annual meeting of the Board of Directors and until their u cessors are duly elected and qualifie areb I:::: C Q f? h Vice President: Winter Haven FL 33880 Lauren Schwenk I ,346 E Central Ave Vwinter Haven FL 33880 ~ "0 Albert S Cassidy 346 E Central Ave//;;;:.
Winter Haven FL 33880D ARTICLE XXVI-REGISTERED AGENT, MAILING ADDRESS AND STREET ADDRESS The Association shall have perpetual existence . If the Association is dissolved, the control or right of access to the property containing the surface water management system The Board of Directors shall adopt Bylaws consistent with these Articles.
Instrument #: 2020 l 75278, P~4 of 84 u. UA, (J1" JO,o ARTIJ;LE XXIX -AMENDMENTS ):.. AR{?cLES OF INCORPORATION AND BYLA W!i Y de driient of these Articles requires the ~roval of at least two-thir' of the membership votes. Notwithstanding the foregoing; (a) for so long as the Declarant has the right to appoint the entire Board of Directors of the Association, the Declarant or its successor or assign shall be permitted to unilaterally amend these Articles; and (b) for so long as Declarant
he right to appoint the entire Board of Directors of the Association, the Declarant or its successor or assign shall be permitted to unilaterally amend these Articles; and (b) for so long as Declarant I 1 owns any portion of the Property, , o amendment of these Articles shall make any changes which VA , would in any way affect any of t1ie 'ghts,_JJrivileges, powers or options herein proviCledAti favor for correc io:q of"scrivener's errors may be made by the Boar of Directors of the Association alone without the need of consent of any other person. Notwithstanding the foregoing, matters stated herein to be or which are in fact governed by the Declaration may not be amended except as provided in such Declaration. Additionally, the provisions which are governed by the By laws of this Association may not be amended except as provided in the By-laws.(/ Any amendment to these Art1c:Cs' at would alter the Surface W:ater or Sto wate ptlana ement System, wet detentton or any water management areas of the Common Areas must WMD for a <letermmat10n of whether tlie amendment Qecess1tates a modification to tlie WMD Permit. If the roposed amendment necessitates a motlification to the WMD Permit, the modification to the WMD Permit must be approved by the WMD prior to the amendment to these Articles.
ARTICLE :XXX-INDB/ IFICATION OF OFFICERS AND DIRECrrORS ul\lc
e modification to the WMD Permit must be approved by the WMD prior to the amendment to these Articles.
ARTICLE :XXX-INDB/ IFICATION OF OFFICERS AND DIRECrrORS ul\lc ~a) Whether civil, criminal, administrative or investigative, other than one by or in the right of the Association to procure a judgment in its favor, brought to impose a liability or penalty on such person for any act alleged to have been committed by such person in his capacity of Director or Officer of the Association, or in his capacity as a Director, Officer, employee or agent of any other corporation, partnership, joint venture, trust or ther enterprise which he served at the request of tlie ,ssociation, against judgments, fines, amoun a·d in settlement and reasonable expenses, incfodi g,attomeys' fees, actually and necessarily incru:r as a res.J.llt of such action, suit or proceeding o any aBpeal therein, if such person ac ed in geo faith m the reasonable belief that uch aC:tion was in th b~t interests of the Association d in criminal ac · ns or proceedings, without reasonable grounCl' for belief that such action was unlawful. Tlie termination of any such action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not in itself create a preswnption that any such Director or Officer did not act in good faith in the reasonable belief that such action was in the best interests of the Association or that he had reasonavble grounds for belief that such action was unlawfu . c c~ 484~24-6521.2 Instrument#: 2020175278 , P~ of 84
reasonavble grounds for belief that such action was unlawfu . c c~ 484~24-6521.2 Instrument#: 2020175278 , P~ of 84 being or having been a Director, Officer, employee or. a ent of any other corporation, '~ partnership, joint venture, trust or other enterprise whicfi e served at the request of the Association, against the reasonable expenses, including attorneys' fees, actually and necessarily incurred by him in connection with the defense or settlement of such action, or in connection / 1 with an appeal therein, if such peli on acted in good faith in the reasonable belief that such action V ""c was in the best interests of the Association. Such person shall not be entitled to indemnification ~in relation to matters as to which such Ji::erson has been adjudged to hw e been gqi l!Y' of ~Q ': e i ence or misconduct in he performance o his duty to the Associatio unless and only to liability but in ¥1. w of all circumstances of the case, such pe o is fairly and reasonably entitled to indemnification for such expenses which such tribunal shall Cleem proper.
Section 2. The Board of Directors shall determine whether amounts for which a I 1 Director or Officer seeks indemnification were properly incurred and whether such Director or
unal shall Cleem proper.
Section 2. The Board of Directors shall determine whether amounts for which a I 1 Director or Officer seeks indemnification were properly incurred and whether such Director or V ""c Officer acted in good faith and in a manner he reasonably believed to be in the est · nterests of ~ e Association, and whether with respyc to any criminal action or proceeding, li: a no ' e onable ground for belief at sueh action a iurl(!wfuL Such determinatio rushall be rnatl y the Board f Directors by a majori vote of a quorum consisting of Directors who were not parties to §,UC action, suit or proceeding . / ~ D Section . The foregoing rights of indemnification shall not be deemed to limit in any way the powers of the Association to indemnify under applicable Jaw.
ARTICLE XXXI -TRANSA'.CTIONS IN WHICH DIRECTORS OR OFFICERS ARE ERESTED Ct::with tlie eeption of iJ:, et rs and Officers appointed by the Class B eipbers, any financial or familia interest of an Officer or Director in any contract or transac1io o/between the Association and one (1) or more o , its Directors or Officers, oMetween the Association: and any other corporation, partnership, as o · ation or other organization in which one (1) or more of its Directors or Officers are directors or officers, or have a financial interest, shall be disclosed, and further shall not be voidable solely for this reason, or solely because the Director or Officer is -present at or participates in the meeting of the Board or I ~ 1 committee thereof which authorize the contract or transaction or solely because his or their ~ V'Q votes are counted for such purpo e. o Director or Officer of the Association shal incur
e the contract or transaction or solely because his or their ~ V'Q votes are counted for such purpo e. o Director or Officer of the Association shal incur or transactio , nu must abstain from voting on the issue.
Instrument #: 2020 l 75278, P~D of 84 Th§S-Ociation is intended to exist in perpetuity; however, the Association may be l dissolved if three-fourths (3/4) of the votes cast at a duly held meeting of the Members of the Association vote in favor of dissolution. Upon dissolution of the Association, other than incident I 1 to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate VA , public agency to be used for purposls similar to those for which this Association was created. In 1 V Q L°'the event that such dedication is refused a ceptance, such assets shall be granted, co ve and 1 Managem System must be transferrea to and acceptoo by an entity which complies with Rule 'J....._ 62-330.310, .:A.C., and Applicant's Handbook Volume I, Section 12.3, and be approved by the Agency prior to such termination, dissolution, or liquidation ARTI~ :XXXIII- INCORPORATOR The name and address of the Incorporator is: ("' Mark Mangen, Straughri & Turner, P.A. y I ·I 255 Magnolia Avenue SW / ~D Winter Haven, Florida 33880
lution, or liquidation ARTI~ :XXXIII- INCORPORATOR The name and address of the Incorporator is: ("' Mark Mangen, Straughri & Turner, P.A. y I ·I 255 Magnolia Avenue SW / ~D Winter Haven, Florida 33880 IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation as Incorporator thereof this_ day of , 2020. U, 1jark Mangen, Jncorporator Q ,(:> Ir 'J'; /::'.
112"0 y 1!2'l Instrument #: 2020 l 75278, P~7 of 84 Prime Community Management LLC, a Florida Limited Liability Co pany l~l ul\tc ul\tc ul\tc ul\tc Co,o ~l?)f, .