ARTICLES OF INCORPORATION OF VILLAMAR CONDOMINIUM ASSOCIATION, INC.
FILED 94 AFR 15 AM 10: 54 SECRETARY OF STATE TALLAHASSEE, FLORIDA The undersigned by these Articles of Incorporation associate themselves for the purpose of forming a corporation not for profit, under the laws of the State of Florida, and certify as follows: ARTICLE I Name The name of the corporation shall be VILLAMAR CONDOMINIUM ASSOCIATION, INC.
For convenience, the corporation will be referred to in this instrument as the Association.
ARTICLE II Purpose 2.1. The purpose for which the Association is organized is to provide an entity pursuant to the Florida Condominium Act, Chapter 718, Florida Statutes, for the operation of Villamar - Buildings I through VIII, condominiums.
2.2. The Association will make no distribution of income to its members, directors or officers.
ARTICLE III Powers The powers of the Association will include and be governed by the following provisions: 3.1. The Association will have all of the common law and statutory powers of a corporation not for profit that are not in conflict with the terms of these Articles.
3.2. The Association will have all of the powers and duties set forth in the Condominium Act, except as limited by these Articles and the Declaration of Condominium for the Condominium to be operated by the Association; and it will have all of the powers and duties reasonably necessary to operate said condominium pursuant to its Declaration of Condominium, as it may be amended from time to time, including, but not limited to, the following: a. To make and collect assessments against members to defray the costs, expenses and losses of the condominium.
b. To use the proceeds of assessments in the exercise of its EXHIBIT "C" !
powers and duties.
C.
ke and collect assessments against members to defray the costs, expenses and losses of the condominium.
b. To use the proceeds of assessments in the exercise of its EXHIBIT "C" !
powers and duties.
C.
properties.
To maintain, repair, replace and operate the condominium d. To purchase insurance for the condominium properties; and insurance for the protection of the Association and its members as condominium unit owners.
e. To reconstruct improvements after casualty and to further improve the condominium properties.
E. To make and amend reasonable regulations respecting the use of the condominium properties.
g. To approve or disapprove the transferring, leasing, mortgaging and ownership of condominium units as may be provided by the separate Declaration of Condominium and the Bylaws of the Association.
h. To enforce by legal means the provisions of the Condominium Act, the Declaration of Condominium, these Articles, the Bylaws of the Association and the Regulations for the use of the condominium properties.
i. To maintain class actions on behalf of any or all of the condominium unit owners and to institute, maintain, settle or appeal actions or hearings in its name on behalf of all unit owners concerning matters of common interest.
j. To contract for the management and operation of the condominium, including its common elements; and to thereby delegate, as may be allowed by law, all powers and duties of the Association, except such as are specifically required to have approval of the Board of Directors or of the membership of the Association.
k. To employ personnel to perform the services required for the proper management and operation of the condominium.
3.3. All funds, except such portions thereof as are expended
hip of the Association.
k. To employ personnel to perform the services required for the proper management and operation of the condominium.
3.3. All funds, except such portions thereof as are expended for the common expenses of the condominium, and the titles of all properties will be held in trust for the members of the Association, in accordance with their respective interests under the Declaration of Condominium, and in accordance with the provisions of these Articles of Incorporation and the Bylaws of the Association.
3.4. The powers of the Association will be subject to and will be exercised in accordance with the provisions of the Declaration of Condominium and the Bylaws of the Association.
2 OR 03 PG1421 ARTICLE IV Members 4.1. The members of the Association will consist of all of the record owners of condominium units in the aforesaid condominiums, and after termination of the condominium shall consist of those who are members at the time of such termination and their successors and assigns.
4.2. After receiving approval of the Association, change of membership will be established by recording in the public records of Indian River County, Florida, a deed or other instrument establishing a record title to a condominium unit and by the delivery to the Association of a copy of such instrument. The owner designated by such instrument thus becomes a member of the Association and the membership of the prior owner is terminated.
4.3. The share 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 condominium unit. The funds and assets of the Association shall belong solely to the Association subject to the limitations that the same may be
nsferred in any manner except as an appurtenance to his condominium unit. The funds and assets of the Association shall belong solely to the Association subject to the limitations that the same may be expended, held or used for the benefit of the membership and for the purposes authorized herein, in the Declaration of Condominium, and in the Association's Bylaws.
4.4. The owner of each condominium unit will be entitled to at least one (1) vote as a member of the Association. The exact number of votes to be cast by owners and the manner of exercising voting rights will be determined by the Bylaws of the Association.
ARTICLE V Directors 5.1. The affairs of the Association will be managed by a board consisting of the number of directors determined by the Bylaws of the Association, but not less than three (3) directors; and in the absence of such determination will consist of three (3) directors. Directors need not be members of the Association.
5.2. Directors of the Association will be elected at the annual meeting of the members.
5.3.
The names and addresses of the members of the first Board of Directors who shall hold office until their successors are elected and have qualified, or until removed, are as follows: 3 OR 1031 PG|42Z NAME Harold Schwenk Anthony Supronowicz Jack Ayers Jo Ann Bouchard ADDRESS Apt. 403, 835 - 18th Street Vero Beach, FL 32960 Apt. 202, 835 - 18th Street Vero Beach, FL 32960 Apt. 302, 835 - 18th Street Vero Beach, FL 32960 Apt. 307, 835 - 18th Street Vero Beach, FL 32960 James E. Hansard Apt. 608, 835 - 18th Street Vero Beach, FL 32960 ARTICLE VI Officers The affairs of the Association will be administered by the officers designated in the Bylaws of the Association. Said officers will be elected by the Board of Directors at its first
RTICLE VI Officers The affairs of the Association will be administered by the officers designated in the Bylaws of the Association. Said officers will be elected by the Board of Directors at its first meeting following the annual meeting of the members of the Association and will serve at the pleasure of the Board of Directors. The names and addresses of the officers who will serve until their successors are designated are as follows: NAME ADDRESS Harold Schwenk Anthony Supronowicz Forest D. Ammerman Apt. 403, 835 - 18th St.
Vero Beach, FL 32960 Apt. 202, 835 Vero Beach, FL Apt. 503, 835 Vero Beach, FL ARTICLE VII Indemnification OFFICE President 18th St.
32960 Vice President 18th St. Secretary 32960 Treasurer Every director and every officer of the Association will be indemnified by the Association against all expenses and liabilities including counsel fees, reasonably incurred by or imposed upon him in connection with any proceeding or any settlement of any proceeding to which he may be a party or in which he may become involved by reason of his being or having been a director or officer of the Association, whether or not he is a director or 4 officer at the time such expenses are incurred, except when the director or officer is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties. Provided that in the event of a settlement the indemnification will apply only when the Board of Directors approves such settlement and reimbursement as being for the best interest of the Association. The foregoing right of indemnification will be in addition to and not exclusive of all other rights to which such director or officer may be entitled.
ARTICLE VIII Bylaws The first Bylaws of the Association will be adopted by the
ification will be in addition to and not exclusive of all other rights to which such director or officer may be entitled.
ARTICLE VIII Bylaws The first Bylaws of the Association will be adopted by the Board of Directors and may be altered, amended or rescinded in the manner provided by said Bylaws.
ARTICLE IX Amendments Amendments to these Articles of Incorporation will be proposed and adopted in the following manner: 9.1. Notice of the subject matter of a proposed amendment will be included in the notice of any meeting at which a proposed amendment is considered.
9.2. A resolution for the adoption of a proposed amendment may be proposed either by the Board of Directors or by the members of the Association and except as elsewhere provided: a. Such approvals must be by not less than a majority of the entire membership of the Board or Directors; and b. By not less than seventy-five percent (75%) of the entire membership of the Association.
9.3. Provided, however, that no amendment will make any changes in the qualifications for membership nor the voting rights of members, without approval in writing by all members and the joinder of all record owners of mortgages upon the condominium. No amendment will be made that is in conflict with the Condominium Act or the Declaration of Condominium.
9.4. A copy of each amendment will be certified by the Secretary of State, State of Florida, and will be recorded in the public records of Indian River County, Florida.
5 OR 1031 PG1424 ARTICLE X Term The term of the Association will be perpetual.
ARTICLE XI Subscriber The names and addresses of the subscribers of these Articles of Incorporation are as follows: NAME Harold Schwenk Anthony Supronowicz ADDRESS Apt. 403, 835 - 18th St.President Vero Beach, FL 32960
ber The names and addresses of the subscribers of these Articles of Incorporation are as follows: NAME Harold Schwenk Anthony Supronowicz ADDRESS Apt. 403, 835 - 18th St.President Vero Beach, FL 32960 Apt. 202, 835 - 18th St.Vice President Vero Beach, FL 32960 Forest D. Ammerman Apt. 503, 835 18th St. Secretary Vero Beach, FL 32960 Treasurer ARTICLE XII principal and The street address of the initial/registered office of the corporation is 835 - 18th Street, Vero Beach, Florida 32960, and the name of the initial registered agent of the corporation at that address is Harold Schwenk.
Apt. 403, IN WITNESS WHEREOF, the subscribers have affixed their signatures, this 13th day of april 1994.
Harold Schweak (SEAL) Harold Schwenk Anikon, Schwenk Anthony Supzonowicz (SEAL) Forest D. kimeim(SEAL) Forest D. Ammerman OR 1031 PG1425 OR 1031 PG1426 STATE OF FLORIDA COUNTY OF INDIAN RIVER Before me, the undersigned authority, personally appeared HAROLD SCHWENK, who is personally known to me or who has produced FLORIDA DRIVERS LICENSE as identification, known to me to be the individual described in, and who executed the foregoing Articles of Incorporation, and he acknowledged before me that he executed the same for the purposes therein expressed.
IN WITNESS WHEREOF, I have hereunto affixed my hand and official seal at Vero Beach, said County and State aforesaid, this 13th day of pul 1994.
PASORA L. HALL Notary Public, Sam of Faside My Conn. Expine March 28, 1906 Ms. CC 683829 Bonded Shre Notary Public Underesti Peramelly Known C or Produced LD d Type of LD. Produced EL DRIVERS LIC STATE OF FLORIDA COUNTY OF INDIAN RIVER Winona L. Hall Notary Public WINONA L.HALL Printed name of notary Before me, the undersigned authority, personally appeared
Type of LD. Produced EL DRIVERS LIC STATE OF FLORIDA COUNTY OF INDIAN RIVER Winona L. Hall Notary Public WINONA L.HALL Printed name of notary Before me, the undersigned authority, personally appeared ANTHONY SUPRONOWICZ. who is personally known to me or who has produced FLORIDA DRIVERS LICENSE as identification, known to me to be the individual described in, and who executed the foregoing Articles of Incorporation, and he acknowledged before me that he executed the same for the purposes therein expressed.
IN WITNESS WHEREOF, I have hereunto affixed my hand and.
official seal at Vero Beach, said County and State aforesaid, this 13k day of april PARORA L. WALL Matery Public, State of Fisside My Comm. Expins March 20, 1805 No. CC 833829 Banded the tary Public Undera Type of LD. Produced LICENSE 1994.
W Notary Public WINONA L. HALL Printed name of notary STATE OF FLORIDA COUNTY OF INDIAN RIVER Before me, the undersigned authority, personally appeared FOREST D. AMMERMAN who is personally known to me or who has produced FLORIDA DRIVERS LICENSE as identification, known to me to be the individual described in, and who executed the foregoing Articles of Incorporation, and he acknowledged before me that he executed the same for the purposes therein expressed.
IN WITNESS WHEREOF, I have hereunto affixed my hand and official seal at Vero Beach, said County and State aforesaid, this 13th day of April WONA L. HALL Matory Public, State of Flaside My Com Expires March 20, 1996 Ma. CC 083828 Banded the story Public Underwriters Pomonally Kamu ar Praded LB. 1 Type of LD. Produced EL DRIVERS LICENSE 1994.
Notary Public WINONA L. HALL Printed name of notary ACCEPTANCE OF DESIGNATION OF REGISTERED AGENT The undersigned hereby accepts the designation of registered
of LD. Produced EL DRIVERS LICENSE 1994.
Notary Public WINONA L. HALL Printed name of notary ACCEPTANCE OF DESIGNATION OF REGISTERED AGENT The undersigned hereby accepts the designation of registered agent on behalf of VILLAMAR CONDOMINIUM ASSOCIATION, INC.
Harold Schwenk 8 OR 1031 PG1427