ARTICLES OF INCORPORATION
FLORAL LAKES HOMEOWNERS' ASSOCIATION, INC.
 

The undersigned, by these Articles, associate themselves for the purpose of forming a corporation not for profit under Chapter 617, Florida Statutes, and do hereby certify as follows:

ARTICLE I 
NAME
 

The name of the corporation shall be FLORAL LAKES HOMEOWNER'S ASSOCIATION, INC. ("Association").

ARTICLE II
INITIAL REGISTERED OFFICE AND AGENT
 

The initial registered office of the Association shall be located at 2055 South Floral Avenue, Bartow, Florida. The initial registered agent of the Association at that address is CHARLES FRIEDLANDER. The principal business office of the Association shall be located initially at 2055 South Floral Avenue, Bartow, Florida, and the office of the Association may thereafter be at such other place as the Board of Directors of the Association ("Board") may designate from time to time. 

ARTICLE III
PURPOSE AND POWERS OF THE ASSOCIATION
 

This Association does not contemplate pecuniary gain or profit to the members thereof ("Members"). The specific purposes for which it is formed are to provide for maintenance, preservation, and architectural compatibility of the mobile home lots and common areas within that certain tract of property located in Polk County, Florida, known as Floral Lakes per the Plat thereof recorded in the Polk County, Florida public records ("Property"), to promote the health, safety and welfare of the residents within the Property and any additions thereto as may hereafter be brought within the jurisdiction of this Association and for this purpose to:   

       (a) Exercise all of the powers and privileges and to perform all of the duties and obligations of the Association as set forth in that certain Declaration of Covenants, Conditions, Restrictions & Easements ("Declarations") applicable to the Property and recorded among the Public Records of Polk County, Florida, as the same may be amended from time to time as therein provided, said Declaration being incorporated herein as if set forth at length with all definitions of terms set forth therein being applicable to such terms in these Articles; 

        (b) Fix, levy, collect and enforce payment by any lawful means all charges and Assessments pursuant to the terms of the Declaration, to pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the Association, including all licenses, taxes or governmental charges levied or imposed against the property of the Association;     

        (c) Acquire (by gift, purchase or otherwise) own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real or personal property in connection with the affairs of the Association;

        (d) Dedicate, sell or transfer all or any part of the common areas to any public agency, authority, or utility for such purposes and subject to such conditions as may be agreed to by the Members. No such dedication or transfer shall be effective unless two-thirds (2/3) of the Members of the Association have approved such dedication, sale or transfer;     

         (e) Have and exercise any and all powers, rights and privileges which a corporation organized under the Corporations Not For Profit Law of the State of Florida by law may now or hereafter have or exercise and not in conflict with these Articles;     

         (f) Maintain, repair, replace and operate the common areas and the personal property          owned by the Association;

         (g) Purchase insurance upon the common areas and insurance for the protection of the Association and its Members;

          (h) Reconstruct improvements to the common areas after casualty and further improve the common areas;     

          ( i ) Make and amend reasonable rules and regulations respecting the maintenance, upkeep and use of the common areas;     

          ( j ) Employ personnel to perform the services required for the proper operation, maintenance and upkeep of the common areas and the operation of the Association;     

            (k) Contract for the management of the Association and the performance of its duties with       a third party and delegate to said third party all of the powers and duties of the Association except those required by these Articles or the Declaration to have the approval of the Board or the Members; and

            (l) Borrow money and make, accept, endorse, execute and issue debentures, promissory notes or other obligations of the Association for money borrowed or in payment for property acquired or for any of the other purposes of the Association and to secure the payments for such obligations by mortgages, pledges or other instruments of trust by liens       upon or assignment of or agreement in regard to all or any part of the property rights or   privileges of the Association.     

             (m) Grant to lake front lot owners exclusive, perpetual easements running with the land, including riparian rights over the common areas contiguous to such lots and the lakes for the purpose of erecting boat docks, ramps, screen porches and any other structures approved by the architectural committee. The approval by the architectural committee of the erection of any such improvements upon any such common areas shall be deemed to constitute a grant of such easement, and recording of this provision in the public records of Polk County, and its filing with the Secretary of State shall constitute constructive notice to all  persons of such easements so granted. All structures upon such common areas heretofore existing and approved by the architectural committee shall be deemed by this provision to constitute exclusive, perpetual easements running with the land.               (Revised 1/30/84).

             

ARTICLE IV
QUALIFICATION OF MEMBERS
 

All members of the Association must be owners of lots within the Property and all such owners shall automatically become members of the Association.

 

ARTICLE V
VOTING RIGHTS
 

Members shall be entitled to one (1) vote for each lot owned. When more than one person holds an interest in any lot, all such persons shall be members. The vote for such lot shall be exercised as they, among themselves shall determine, but in no event shall more than one (1) vote be cast with respect to any lot. There shall be no cumulative voting. If lots are subdivided (e.g. if three contiguous lots are owned by two separate owners with each owning a lot and a half) there shall be a total of 3 votes to be allocated equitably between the lot owners as determined by the Board of Directors.

 

ARTICLE VI
BOARD OF DIRECTORS
 

The affairs of this Association shall be managed by a Board of not less than three (3) nor more than nine (9) Directors who, for a period of five (5) years after the issuance of the Association's Certificate of Incorporation need not be Members. The names and addresses of the persons who are to act in the capacity of Directors until the election of their successors are:

 

CHARLES FRIEDLANDER
2055 South Floral Ave
P.O. Box 1126
Bartow, Florida 3383

            ANDREW MESSING
            633 Palmore Court
             Lakeland, Florida 33803
 

The initial Board herein designated shall serve for one (1) year and thereafter as provided in the By-Laws. Directors may be removed in the manner provided for in the By-Laws. 

ARTICLE VII
OFFICERS
 

The Association shall be administered by the officers designated in the By-Laws. The officers shall be elected by the Board at its first meeting following the annual meeting of the Members and shall serve at the pleasure of the Board. The names and addresses of the officers who shall serve until their successors are designated by the Board are as follows: 

CHARLES FRIEDLANDER, President
2055 South Floral Avenue
P.O. Box 1126
Bartow, Florida 33830

 ANDREW MESSING, Secretary and Treasurer
633 Palmore Court
Lakeland, Florida 33803

 

ARTICLE VIII
BY-LAWS
 

The first By-Laws of the Association shall be adopted by the Board and may be altered, amended or rescinded by the Board in the manner provided by the By-Laws.

 

ARTICLE IX
INDEMNIFICATION

 

Every Director and officer of the Association shall 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 settlement of any proceeding to which he may be a party or in which he may become involved by reason of his having or having been a Director or officer of the Association, whether or not he is a Director or officer at the time such expenses are incurred, but the provisions of this Article shall not apply if a 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 provided herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the Association. The foregoing right of indemnification shall be in addition to and not exclusive of, all other rights to which such director or officer may be entitled.

  

ARTICLE X
DISSOLUTION
 

The Association may be dissolved in the manner provided by the laws of Florida.

  

ARTICLE XI
TERM
 

The term of this Association shall be perpetual.

 

ARTICLE XII 
AMENDMENTS

 Amendments to these articles shall be proposed and adopted in the following manner:     

       (a) A notice of the subject matter of the proposed amendment shall be included in the notice of any meeting at which the proposed amendment is to be considered. 

       (b) A resolution for the adoption of the proposed amendment may be proposed by either the Board or the members. Directors and members not present in person or by proxy at a meeting considering an amendment may express their approval in writing provided that such approval is delivered to the secretary of the Association at or prior to the meeting. Except as elsewhere provided, amendments to these articles shall require the assent of two-thirds (2/3) of the members of the Board.  

       (c) A copy of each amendment shall be filed with the Secretary of State and recorded among the Public Records of Polk County, Florida.

 

ARTICLE XIII
TRANSACTIONS IN WHICH OFFICERS OR DIRECTORS ARE INTERESTED

No contract or transaction between the Association and one or more of its officers or directors or between the Association and any other legal entity in which one or more of the officers or directors of the Association are interested in any manner, shall be invalid, void or voidable solely for that reason, or solely because an officer or director of the Association is present at or participates in the meeting of the Board of Directors of the Association or any committee thereof which authorizes such a contract or transaction, or solely because of the vote of such officer or director in connection therewith. No officer or director of the Association shall incur liability by reason of the fact that such officer or director is or may be interested in any such contracts or transactions. Interested directors may be counted in determining presence of a quorum at the meeting of the Board of Directors or of any committee thereof, which authorizes contracts or transactions.

  

ARTICLE XIV
PARAMOUNT PROVISIONS

In the event of any irreconcilable conflict between the provisions of these articles and provisions of the Declaration, the provisions of the Declaration shall govern and control. However, the Declaration and these articles shall, to the extent possible, be read, construed and interpreted so that they are consistent.

  

ARTICLE XV
INCORPORATORS

The names and addresses of the Incorporators of these Articles of Incorporation are as follows:

                         Morris M. Messing
                       
970 North Lake Way
                       
Palm Beach, Florida 33480

                        Dean Vegosen
                       
251 Royal Palm Way
                       
Palm Beach, Florida 33480

                         Marilynn M. Ives
                       
251 Royal Palm Way
                       
Palm Beach, Florida 33480

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