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RESOLUTION APPROVING
THE FIRST RESTATED AND AMENDED
CHARTER AND ARTICLES OF
INCORPORATION OF THE ST. AUGUSTINE
SHORES SERVICE CORPORATION, INC.
WHEREAS, THE ST. AUGUSTINE SHORES SERVICE CORPORATION INC.
(hereinafter referred to as the "Corporation"), was organized pursuant to a
Certificate of Incorporation filed in the Office of the Department of State of the
State of Florida, on the 10th day of March, 1971 at the direction of its then Class
B, and controlling, member, the Deltona Corporation, and;
WHEREAS, said Certificate of Incorporation was thereafter changed by Articles
of Amendment filed October 31, 1980, December 10, 1980, and November 5,
1982, each in the Office of the Secretary of State of the State of Florida, at the
direction of said Class B member, and;
WHEREAS, pursuant to the terms of said Certificate of Incorporation as amended there is no longer a Class B member of the Corporation and the Class A members
of the Corporation control said Corporation, and;
WHEREAS, on the 1st day of May, 1998, at a duly constituted meeting of said
members, wherein a quorum was present, after notice to the membership, by
resolution duly made and adopted, the following was enacted;
WHEREAS, the Corporation desires to remove the redundant "INC" from its
registered corporate name.
NOW, THEREFORE, the attached is: the First Restated and Amended Articles
of Incorporation of the St. Augustine Shores Service Corporation, Inc. To be
named:
THE FIRST RESTATED AND AMENDEDARTICLES OF INCORPORATION
OF THE ST. AUGUSTINE SHORES SERVICE CORPORATION THE FIRST
ARTICLE
1.01 The name of the Corporation is: "ST. AUGUSTINE SHORES SERVICE
CORPORATION", (hereinafter referred to as the "Corporation").
THE SECOND ARTICLE
2.01 The Corporation is incorporated as a corporation not for profit under the
provisions of Chapter 617, Florida Statutes.
2.02 The date of commencement of corporate existence was March 10th, 1971.
THE THIRD ARTICLE
3.01 The street address of the current registered office of the Corporation is 790
Christina Drive, St. Augustine, Florida 32086. The name of the current Registered
Agent at such address is Ronald F. Jockers.
THE FOURTH ARTICLE
4.01 The purposes, objectives and powers for which this Corporation is organized
are to promote the health, safety and welfare of its members; being the property
owners of the area known and described as St. Augustine Shores Subdivision, St.
Johns County, Florida, and more specifically described from time to time in plats
of various Units of said subdivision, recorded in the public records of St. Johns
County, Florida (hereinafter referred to as the "Plats"). Membership may also
include owners of other platted lands, provided the Plats, deed restrictions and
other conditions of membership are first approved and accepted by the
Membership.
4.02 The purposes, objectives and powers shall include, but shall not be limited
to,the carrying out of those functions and activities to be carried out and
performed by the Corporation enumerated in the various Declarations of
Restrictions (hereinafter referred to as the "Restrictions") restricting lots, tracts
and parcels of land shown on the said Plats as said Restrictions are recorded in the
Official Records of St. John County, Florida. Future or amended Restrictions
concerning said platted lands may also be subject of the purposes, objectives and
powers of the Corporation, provided said future or amended Restrictions are first
approved by the Board of Directors of the Corporation or where otherwise
required by the Membership.
4.03 The Corporation shall have all the powers enumerated in Chapter 617.0302,
Florida Statutes, 1997 and as same may be from time to time amended, not
inconsistent herewith, and shall have all the powers of not corporations, not for
profit, not prohibited by some provision of law, unless otherwise excepted herein.
4.04 The Corporation may enter contracts, including contracts with any of its
members. The Corporation may do everything that a natural person could or might
do which is necessary or incidental to the conducting and carrying out of all its
various purposes, objectives and powers as set forth herein and in the Restrictions.
THE FIFTH ARTICLE
5.01 The owner of a lot, tract, parcel of land, or condominium unit,(hereinafter
referred to as Shores Property) within the subdivision as shown on a plat of St.
Augustine Shores Subdivision shall automatically be and become a member of this
Corporation. Membership in this Corporation shall cease and terminate upon the
sale, transfer or divestiture of the member’s Shores Property. In a like manner,
owners of Shores Property in plats recorded in the future, provided the plats are
first approved and accepted by the Membership of the Corporation, shall also be
and become members of the Corporation and cease and terminate their
membership on divestiture of Shores Property ownership upon the foregoing
conditions.
5.02 Members shall be entitled to one (1) vote in the affairs of the corporation for
each Shores Property within this subdivision owned by said member. In the event
a Shores Property is owned by more than one (1) person, firm or corporation, the
membership relating thereto shall nevertheless have only one (1) vote which shall
be exercised by the owner, or person designated in writing by the owners as the
one entitled to cast the vote for the member ship concerned. In the absence of a
written proxy as stated above, the receipt of a vote by only one owner of a
multiply owned Shores Property shall, in the absence of a written protest by one or
more other owners of same Shores Property, received by the Corporation by 4 p.m.
the day prior to the meting, shall be deemed the vote of that particular Shores
Property. In the event of a timely filing of such a protest, the membership shall not
count the vote of said Shores Property, unless unanimously cast by all the
recorded owners of the Shores Property.
The receipt of a vote by only one owner of a multiple owned Shores Property shall,
in the absence of a written protest by one or more other owners of same Shores
Property received by the Corporation by 4 p.m. the day prior to the meeting shall
be deemed certified in writing on behalf of the owners entitling the voter to ballot
on behalf of the Shores Property. In the event of a timely filing of such protest, the
membership shall not count the vote of said Shores Property, unless unanimously
cast by all the recorded owners of the Shores Property.
THE SIXTH ARTICLE
6.01 The term for which the Corporation is to exist is perpetual unless the
purposes for which the Corporation exists are terminated in accordance with the
Restrictions hereinabove referred to.
THE SEVENTH ARTICLE
7.01 The affairs of the Corporation are to be managed by a Board of Directors.
The Directors shall be in such number as are prescribed by the By-Laws from
time to time, initially seven (7) in number, but the By-Laws shall never establish a
requirement of less than three (3) Directors. The Directors shall serve until such
time as they may resign, be removed, or until such time as their successors are
elected and qualified according to the By-Laws.
THE EIGHTH ARTICLE
8.01 The initial officers of the Corporation were as historically recorded in the
initial Certificate of Incorporation as recorded in the Office of the Department of
State of the State of Florida, March 10th, 1971. The present Officers are elected
by the Directors of the Corporation according to the By-Laws. Officers serve at
the will of the Board of Directors.
THE NINTH ARTICLE
9.01 The Corporation was initially governed by a Board of Directors historically
identified in the Certificate of Incorporation recorded the 10th day of March, 1971
in the Office of the Department of State of the State of Florida. The present Board
of Directors is as presently constituted by the electing membership.
THE TENTH ARTICLE
10.01 The initial By-Laws of the Corporation are those annexed to a certain
Declaration of Restrictions made by the Deltona Corporation, a Delaware
Corporation and recorded among the Official Records of St. Johns County,
Florida, which said Declaration of Restrictions pertains to a portion of St.
Augustine Shores Subdivision, Unit 1. The By-Laws may be altered, amended or
added to in the manner provided for therein and herein and in conformity with the
provisions and requirements of the Florida Statutes.
THE ELEVENTH ARTICLE
11.01 Unless otherwise limited herein or in the Restrictions or the By-Laws, these
First Restated and Amended Articles of Incorporation may be altered, amended
or added to at any duly called and constituted meeting of the members of this
Corporation, by a majority voting at said meeting by ballot or proxy in the manner
now or hereafter provided by law.
The amendment must be specified in the notice of the meeting.
THE TWELFTH ARTICLE
12.01 This Corporation shall never have or issue shares of stock and no part of
the net income after expenses of the Corporation shall be distributable or
distributed to its members, or directors, except as provided in the Thirteenth
Article.
THE THIRTEENTH ARTICLE
13.01 In the event of termination of the Corporation pursuant to the aforesaid
Restrictions, any assets owned by the Corporation shall be distributed for the
benefit of its members or shall be proportionately and equitably distributed to its
members.
THE FOURTEENTH ARTICLE
14.01 In the event of any discrepancy between these First Restated and Amended
Articles of Incorporation and the Restrictions, the Restrictions shall prevail.
STATE OF FLORIDA
COUNTY OF ST. JOHNS
THIS DAY BEFORE ME, the undersigned authority qualified to take oaths in the
above jurisdiction, personally appeared _____________________________to me
well known to be the President of St. Augustine Shores Service Corporation and
____________________________, to me well known to be the Secretary of St.
Augustine Shores Service Corporation who, being first duly sworn, deposed and
stated on oath as follows:
a. The name of the corporation is St. Augustine Shores Service Corporation
c. The adoption of the foregoing Restated and Amended Articles of Incorporation
was accomplished at a regular meeting of the membership of the entire
Corporation on the 1st day of May, 1998, after notice, as required by law by the
affirmative vote of a majority of the votes of members entitled to vote thereon.
____________________________________
____________________________________
As President of St. Augustine Shores Service Corp.
___________________________________
____________________________________
As Secretary of St. Augustine Shores Service Corp.
____________________________________
Notary Public, State of Florida at large
My Commission Expires:_____________
Taking the foregoing oath on the _______
Day of May 1998
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