i FILED TALLAHASSEE, FLORIDA ARTICLES OF INCORPORATION OF.
WESTRIDGE HOMEOWNERS' ASSOCIATION OF Davie, Inc.
The undersigned, desiring to form a corporation not for profit under Chapter 617, Florida Statutes, hereby adopt the following Articles of Incorporation.
ARTICLE I.
The name of the corporation shall be WESTRIDGE HOMEOWNERS' ASSOCIATION, INC., (hereinafter referred to as the "Association").
ARTICLE II.
the Terms used herein shall have the meanings ascribed to them in Declaration referred to below, unless the context indicates otherwise.
ARTICLE III.
The purposes for which the Association is formed are: 1. To promote the common good, health, safety and general welfare of all of the owners; 2. To exercise all of the powers and privileges and to per form all of the duties and obligations of the Association arising from the Declaration of Covenants, Restrictions and Easements of WESTRIDGE, as amended and supplemented from time to time and recorded in the Public Records of Broward County, Florida (the definitions of which are incorporated herein by reference); 3.
To have and to exercise any and all powers, rights and privileges, including delegation of powers as permitted by law, which a corporation organized under Chapter 617, Florida Statutes, may now or hereafter have or exercise.
The foregoing statement of purposes shall be construed as a statement both of purposes and of powers, however the same shall be limited by reference to the terms or provisions of other clauses herein and in the Declaration of Covenants, Restrictions and Easements of WESTRIDGE. Notwithstanding any of the --above statements of purposes and powers, the association shall not afore-referenced engage or that exercise any powers in any activities
ctions and Easements of WESTRIDGE. Notwithstanding any of the --above statements of purposes and powers, the association shall not afore-referenced engage or that exercise any powers in any activities furtherance of the primary purposes of the Association.
are not in Every person or ARTICLE IV.
a record which is owner of a fee or is entity who undivided fee interest in Lot any subject to the Declaration, including contract sellers, but excluding persons or entitles holding title merely as security for performance of an obligation or a debt and excluding contract purchasers, shall be a Member of the Association. Membership shall be appurtenant to and may not be separated from ownership of a Lot.
ARTICLE V.
'The Association shall have perpetual existence.
ARTICLE VI.
The Association shall have two classes of voting membership: Class A: The Class A Members shall be all those Owners except for the Developer. Class A Members shall be entitled to cast one vote for each Lot in which they hold the interests required for membership in the Association. Where more than one person or entity holds such interest or interests in a Lot, all such persons shall be Members, and the vote for such Lot shall be exercised as they among themselves determine, but in no event shall more one vote be cast with respect to any one Lot.
than Class B: The Class B Member shall be the Developer. The Class B Member shall be entitled to cast ten votes for each Lot in which it holds the interest required for membership.
Notwithstanding provision any contained herein to the contrary, the Developer shall have the right to elect a majority of as the the Board of Directors of the Association until such time Developer no longer holds title to any portion of said Property.
he contrary, the Developer shall have the right to elect a majority of as the the Board of Directors of the Association until such time Developer no longer holds title to any portion of said Property.
All action taken by the Board of Directors of the Association shall the be taken by majority of a members thereof.
The Board of to five (5) individuals and addresses of the members Directors shall be comprised of three (3) as the Board may determine. The names of the first Board of Directors of the Association (which shall be 2 three), are as who shall hold office until the first election thereafter follows: Name John Sessa Gary Sessa Address 17200 Pines, Boulevard Pembroke Pines, FL 33029 17200 Pines Boulevard Pembroke Pines, FL 33029 Wilson C. Atkinson, III 1946 Tyler Street' Hollywood, FL 33020 Except for the directors designated by the Developer, .
at the the the Directors shall be elected from the Membership of the Association the annual meeting of the Membership as provided for in and the Association, By-Laws of By-Laws may provide for method of voting in the election and for the removal from office of Developer Directors non-Developer Directors.
shall serve convenience of the Developer.
at the Members elected to the Board of Directors shall hold office until the next succeeding annual meeting of Members, and thereafter until qualified successors are duly elected and have taken office.
If a Director shall for any reason cease to be a Director, the successor Director remaining Directors may fill the elect a vacancy for the balance of the unexpired term.
to ARTICLE VII.
Secretary and a Treasurer, a President, The Association shall have and such other officers as the Board of a Vice President, a Directors may from time to time elect. One person may hold
o ARTICLE VII.
Secretary and a Treasurer, a President, The Association shall have and such other officers as the Board of a Vice President, a Directors may from time to time elect. One person may hold limitations set forth in the than one office, subject to the more By-Laws.
The officers of the Association, in accordance with applicable be elected By-Laws, Board provisions the duration of which shall be shall by the of of the Directors for be a term, extended until qualified successors one year, to are duly elected and have taken office.
3 who The names and addresses of shall hold office until Association, the .first officers of the successors are duly elected and have taken office, as shall be follows: President: Secretary/Treasurer: John Sessa Gary Sessa ARTICLE VIII.
be made, altered, The By-Laws of rescinded, by shall the Association and adopted by the Board of Directors.
ARTICLE IX.
the members or the Amendments to these Articles of Incorporation may be proposed of the Board of Directors of a majority of Association or by Members of the Association holding thirty percent (30%) of the vote of the Members. These Articles may be amended at any annual meeting of the Association, at any special meeting duly called and held for such purpose when a quorum is present in person or by proxy by the affirmative vote of not less than 66 2/38 two-thirds percent) of the Membership of the (sixty-six and of the Developer consent Association Developer owns any Lot within the properties; provided, that for so long shall with the for .
so long as however, one as Developer owns or more Lots, the Developer have of the absolute right Incorporation without to make any amendments to the any other consent or Articles party's joinder as requested or required by the Federal National Mortgage
ts, the Developer have of the absolute right Incorporation without to make any amendments to the any other consent or Articles party's joinder as requested or required by the Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, Government or such of them to insure the payment of one or National Mortgage Association, HUD, F.H.A., V.A., which owns or expects to own one or more Institutional Mortgages or Institutional Mortgages, more provided, however, that as long as the Developer owns any Lot, effective or enforced until amendment to these Articles shall be ho the same has been approved by HUD/VA.
ARTICLE X.
The names and addresses of the Incorporators to these Articles of Incorporation are: 4 Name John Sessa Gary Sessa Wilson C. Atkinson, III Address 17200 Pines Boulevard Pembroke Pines, FL 33029 17200 Pines Boulevard Pembroke Pines, FL 33029 1946 Tyler Street Hollywood, FL 33020 ARTICLE XI.
Association shall indemnify any person who was or is a to be made a party to any threatened, The party or is or was threatened pending or contemplated action, suit or proceeding, whether. civil, criminal, administrative or investigative (other than an action by in the right of the Association) by reason of the fact that he is or a director, employee, officer or agent of the Association, against expenses (including attorneys' fees and appellate attorneys' fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, unless (a) a court of competent jurisdiction determines after all available appeals have been exhausted or not pursued by the proposed indemnitee, that he did not act in faith good unreasonably
eding, unless (a) a court of competent jurisdiction determines after all available appeals have been exhausted or not pursued by the proposed indemnitee, that he did not act in faith good unreasonably believed to be in, or not opposed to, the best interests of the Association; and, with respect to any criminal proceeding, that he had no reasonable cause to believe his conduct was unlawful; and (b) such court further specifically determines be denied. The termination of any that indemnification should or in a manner he action or action, suit conviction or proceeding or upon a plea by of nolo judgment, order, settlement, 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 and be in or not opposed to the best interests of the Association, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
To the extent that a director, officer, employee or agent of the merits or otherwise in the Association has been successful on defense of any action, suit or proceeding referred to hereinabove 5 or In defense of any claim; issue indemnified against expenses or matter therein, he shall be (including fees attorneys' and appellate attorneys' fees) actually and reasonably incurred by him in connection therewith.
as authorized Any indemnification under the first paragraph of this Article (unless ordered by a court) shall be made by the Association only in the specific case upon a determination that indemnification of the director, officer, employee or agent is in the circumstances proper because he has met the applicable standard of conduct set forth hereinabove. Such determination shall
on that indemnification of the director, officer, employee or agent is in the circumstances proper because he has met the applicable standard of conduct set forth hereinabove. 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 of the Association.
.
Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Association in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by' the authorized in this Article XI.
Association as vote of shall not be The indemnification provided by this Article deemed exclusive of any other right to which those seeking indemnification may be entitled under any By-Law, agreement, or otherwise, both as to action in his official capacity while holding such office or otherwise, and shall continue as person who has ceased to be a director, officer, employee or agent members and shall inure to the benefit of the heirs representatives of such person.
and to a personal The Association shall have the power to purchase and maintain insurance officer, of any person who is or was.
a director, or agent of the or Association, is or was on behalf employee 6 of another corporation, a director, officer, partnership, joint
and maintain insurance officer, of any person who is or was.
a director, or agent of the or Association, is or was on behalf employee 6 of another corporation, a director, officer, partnership, joint serving, at the request of the Association, as or agent employee venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, out of his status as such, whether or not the or arising Association would have the power to indemnify him against such liability under the provisions of this Article.
ARTICLE XII.
The initial office of this corporation shall be at 17200 Pines Boulevard, Pembroke Pines, FL 33029, with the privilege of having its office and branch offices at other places within or without the State of Florida.
Agent of the Association for purposes of 1946 The Registered accepting service of process shall be Wilson C. Atkinson, III, Tyler Street, Hollywood, FL 33020.
ARTICLE XIII.
Should any provisions these of Articles of Incorporation conflict with the Declaration of Covenants, Easements.
For WESTRIDGE as amended and Restrictions supplemented, and the Declaration shall control over these Articles.
ARTICLE XIV be Upon dissolution of the Association, all of conveyed or dedicated to a public body its assets shall to a non-profit corporation, unincorporated association or public agency.
IN WITNESS WHEREOF, the said Incorporators have hereto set their hands this 28th day of Maung 1992.
John Sessa Can any Sisan G Wilson C.
Atkinson, III 7 CERTIFICATE DESIGNATING PLACE OF DUSINESS.OR DOMICILE FOR THE SERVICE OF PROCESS WITHIN FLORIDA, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED In Statutes, compliance with Sections 48.091 and 617.0501, Florida the following is submitted: FIRST -
DOMICILE FOR THE SERVICE OF PROCESS WITHIN FLORIDA, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED In Statutes, compliance with Sections 48.091 and 617.0501, Florida the following is submitted: FIRST That desiring to organize Florida, with its Boulevard, City of WILSON C. ATKINSON, WESTRIDGE HOMEOWNERS' ASSOCIATION OF DAVIE, Inc.
or qualify under the laws of the State of principal place of business at 17200 Pines Pembroke Pines, State of Florida, has named III, iocated at 1946 Tyler Street, City of Hollywood, State of Florida, as its agent to accept service of process within the State of Florida: SIGNATURE: DATE: Having been named to accept above-stated corporation, at the Certificate, I hereby agree to act in agree to comply with the provisions of proper and complete performance of my е John Sessa Day Gary Sessa Wilson C. Atkinson, III May 23, 1992service of process for the place designated in this this capacity, and I further all statutes relative to the duties.
SIGNATURE: DATE: мене WILSON C. ATKINSON. III Registered Agent' 771 28 11 IN FILED 92 JUN - FM 1: 36 TALLAHASSEE, FLORIDA