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Glen Oaks Estates Homeowners' Association, Inc.
(A Corporation Not For Profit)
In order to form a corporation under and in accordance with the
provisions of the laws of the State of Florida for the formation
of corporations not for profit, pursuant to F.S. 617, we, the
undersigned, do hereby associate ourselves together into a
corporation for the purposes and with the powers hereinafter set
forth, and to accomplish that end we do hereby adopt and set
forth these Articles of Incorporation, via:
ARTICLE I NAME OF CORPORATION
The name of this corporation shall be: GLEN OAKS ESTATES HOMEOWNERS' ASSOCIATION,
INC hereinafter in these Articles referred to as the "Association."
The principal office and mailing address of the Association
shall be located at the home of the President of the Corporation.
ARTICLE II
PURPOSES
The general nature, objects, and purposes of the Association are:
A. To promote the health, safety, and social welfare of the
owners of all lots located within Unit 3, 4 and 6 of Glen Oaks
Country Club Estates and those lots within Units 1 and 5 that
voluntarily and permanently join the Association, a subdivision
in Sarasota County, Florida (the "Subdivision").
B. To maintain all portions of the Subdivision and improvements
thereon for which the obligation to maintain and repair has been
delegated to the Association by the "Declaration of Covenants
and Restrictions of Glen Oaks Country Club Estates, Units 3, 4
and 6" (the "Declaration"), as amended, which is to be recorded
in the Public Records of Sarasota County, Florida, and to
enforce the Declaration of Covenants and Restrictions of Glen
Oaks Country Club Estates.
C. To operate without profit and for the sole and exclusive
benefit of its members.
ARTICLE III GENERAL POWERS
The general powers that the Association shall have are as
follows:
A. To purchase, own, accept, lease, or otherwise acquire title
to, and to hold, mortgage, rent, lease, sell, convey, transfer,
build upon, maintain, dedicate for public use, or otherwise
dispose of, any and all real or personal property related to the
purposes or activities of the Association; to make, enter into,
perform, and carry out contracts of every kind and nature with
any person, firm, corporation, or association; and to do any
other acts necessary or expedient of carrying on any of the
activities of the Association and pursuing any of the objects
and purposes set forth in these Articles of Incorporation and
not forbidden by the laws of the State of Florida.
B. To establish a budget and to fix regular and special
assessments to be levied against all lots which are subject to
assessment pursuant to the Declaration for the purpose of
defraying the expenses and costs of effectuating the objects and
purposes of the Association and to create reasonable reserves
for such expenditures, including a reasonable contingency fund
for the ensuring year and a reasonable annual reserve for
anticipated major capital repairs, maintenance, improvements,
and replacements. To use proceeds of assessments in the
exercise of its powers and duties.
C. To place liens against any lot, subject to assessment, for
delinquent and unpaid assessments or charges and to bring suit
for the foreclosure of such liens or to otherwise enforce the
collection of such assessments and charges for the purpose of
obtaining revenue in order to carry out the purposes and
objectives of the Association.
D. To hold funds solely and exclusively for the benefit of the
members of the Association for the purposes set forth in these
Articles of Incorporation.
E. To promulgate, and enforce rules, regulations, bylaws,
restrictions, and agreements in order to effectuate the purposes
for which the Association is organized.
F. To delegate such of the powers of the Association as may be
deemed to be in the Association's best interest by the Board of
Directors.
G. To charge recipients of services rendered by the Association
and users of property of the Association where such is deemed
appropriate by the Board of Directors.
H. To pay all taxes and other charges or assessments, if any,
levied against property owned, leased, or used by the
Association.
I. To enforce by any and all lawful means the provisions of
these Articles of Incorporation, the Bylaws of the Association
which may be hereafter adopted, and the terms and provisions of
the Declaration.
J. To purchase insurance upon the Association property for the
protection of the Association and its members.
K. To reconstruct the Association property and improvements
after casualty and to further improve the property, if required.
L. To enter into contracts and agreements for providing
services to the Association.
M. To purchase lots in the Association subdivision, to
foreclose on Association liens against lots of owners, to
convey, lease, mortgage, and improve lots owned by the
Association.
N. To operate and maintain common property, specifically the
surface water management system as permitted by the Southwest
Florida Water Management District including all lakes, retention
areas, water management areas, ditches, culverts, structures and
related appurtenances.
O. In general, to have all powers which may be conferred upon a
corporation not for profit by the laws of the State of Florida,
except as prohibited herein.
P. Contract for services, such as, to provide for operation and
maintenance if the Association contemplates employing a
maintenance company.
Q. Dedicate, sell or transfer all or any part of the Common
Area 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 an instrument has been signed by a majority vote of the
members.
R. The homeowners' association shall have the authority to
promulgate regulations for the architectural control of the
common area and the residences built upon the lots in order to
assure proper maintenance and preservation to the extent
authorized by the Declaration of Covenants and Restrictions of
Glen Oaks Country Club Estates, Units 3, 4 and 6, as amended.
ARTICLE IV MEMBERS
The members of this Association shall consist of all owners of
lots in Glen Oaks Country Club Estates, Units 3, 4 and 6, and
those lots within Units 1 and 5 that voluntarily and permanently
join the Association. Owners of such lots shall automatically
become members upon acquisition of the fee simple title to their
respective lots.
The membership of any member in the Association shall
automatically terminate upon conveyance or other divestment of
title to such member's lot, except that nothing herein contained
shall be construed as terminating the membership of any member
who may own two or more lots so long as such member owns at
least one lot.
The interest of a member in the funds and assets of the
Association may not be assigned, hypothecated, or transferred in
any manner, except as an appurtenance to the lot which is the
basis of his membership in the Association.
The Secretary of the Association shall maintain a list of the
members of the Association. Whenever any person or entity
becomes entitled to membership in the Association, it shall
become such party's duty and obligation to so inform the
Secretary in writing, giving his name, address and lot number
and providing a copy of the recorded deed instrument; provided,
however, that any notice given to or vote accepted from the
prior owner of such lot before receipt of written notification
of change of ownership shall be deemed to be properly given or
received. The Secretary may, but shall not be required to
search the Public Records of Sarasota County or make other
inquiry to determine the status and correctness of the list of
members of the Association maintained by him and shall be
entitled to rely upon the Association's records until notified
in writing of any change in ownership.
ARTICLE V VOTING
Each lot in the Subdivision shall be entitled to one vote in
all Association matters submitted to the membership, and the
owner of the lot shall be entitled to cast the vote in their
discretion.
ARTICLE VI BOARD OF DIRECTORS
A. The affairs of the Association shall be managed by a Board
of Directors consisting initially of three Directors. The
number of Directors comprising succeeding Boards of Directors
shall be as provided from time to time in the Bylaws of the
Association, but in no event shall there be less than three or
more than nine Directors. All Directors must be members of the
Association.
B. Except as hereinafter provided, the term of each elected
Director shall expire upon the election of his successor at the
next succeeding annual meeting of members. Each Director's term
shall be for one year.
C. Any elected Director may be removed from office with or
without cause by majority vote of the members at any special or
regular meeting after proper notice of the vote has been served
on the members, but not otherwise.
D. The names and addresses of the persons constituting the
first Board of Directors are as follows:
Wayne Hepburn, President
3836 Calliandra Drive
Sarasota, Florida 34232
Paul J. Ryder, Vice President
3643 Pin Oaks Street
Sarasota, Florida 34232
Mervyn Altman, Secretary-Treasurer
3641 Allenwood Street
Sarasota, Florida 34232
ARTICLE VII OFFICERS
A. The officers of the Association, to be elected by the Board
of Directors, shall be President, a Vice President, a Secretary,
and a Treasurer, and such other officers as the Board shall deem
appropriate from time to time. All officers of the Association
must be a member of the Board of Directors. The same person may
hold two or more offices, provided, however, that the office of
President and Secretary shall not be held by the same person.
The affairs of the Association shall be administered by such
officers under the direction of the Board of Directors.
Officers shall be elected for a term of one year in accordance
with the procedure set forth in the Bylaws.
B. The names of the officers who are to manage the affairs of
the Association until the first annual meeting of the Board of
Directors are as follows:
- President - Frank M. Gluvna
- Vice President - Paul J. Ryder
- Secretary/Treasurer - Mervyn Altman
ARTICLE VIII CORPORATE EXISTENCE
The Association shall have perpetual existence.
ARTICLE IX BYLAWS
The first Board of Directors of the Association shall adopt
Bylaws consistent with these Articles. Thereafter, the Bylaws
may be altered, amended or rescinded by a majority vote of the
Directors in the manner provided by such Bylaws.
ARTICLE X AMENDMENTS TO ARTICLES OF INCORPORATION
These Articles may be altered, amended, or repealed by the
affirmative vote of the holders of more than one-half of the
total votes of the Association membership. No amendment,
however, altering the number of votes attributable to any lot
pursuant to Article V hereof shall be effective without the
prior written consent of the owner of such lot. Notice of the
subject matter or proposed amendment shall be included in the
notice of any meeting at which a proposed amendment is to be
considered. A copy of each amendment shall be recorded in
Public Records of Sarasota County, Florida.
ARTICLE XI REGISTERED OFFICE AND REGISTERED AGENT
The registered office of the Association shall be Levin and Tannenbaum, P.A., 1680 Fruitville Road, Suite 102, Sarasota,
Florida 34236 and the registered agent at such address shall be
Chad L. Gates, Esq. The Association may, however, maintain
offices and transact business in such other places within the
State of Florida as may from time to time be designated by the
Board of Directors.
ARTICLE XII BUDGET AND EXPENDITURES
The Association shall obtain funds with which to operate by
annual assessment, special assessment, and other revenue
received in compliance with these Articles and Bylaws of its
members in accordance with the provisions of the Declaration, as
the same may be supplemented by the provisions of the
Association's Articles and Bylaws. Accordingly, the Board of
Directors shall annually adopt a budget for the operation of the
Association for the ensuing fiscal year and for the purpose of
levying assessments against all lots subject to assessment,
which budget shall be conclusive and binding upon all persons;
provided, however, that the Board of Directors may thereafter at
any time approve or ratify variations from such budget.
ARTICLE XIII SUBSCRIBERS
The name and street address of the subscribers of these
Articles are as follows:
Wayne Hepburn, President
3836 Calliandra Drive
Sarasota, Florida 34232
Paul J. Ryder, Vice President
3643 Pin Oaks Street
Sarasota, Florida 34232
Mervyn Altman, Secretary-Treasurer
3641 Allenwood Street
Sarasota, Florida 34232
ARTICLE XIV INDEMNIFICATION OF OFFICERS AND DIRECTORS
All officers and Directors shall be indemnified by the
Association against all expenses and liabilities, including
counsel fees, reasonably incurred in connection with any
proceeding (including appellate proceedings) or settlement
thereof in which they may become involved by reason of holding
such office. In no event, however, shall any officer or
Director be indemnified for his own willful misconduct or, with
respect to any criminal proceeding, his own knowing violation of
provisions of law. The Association may purchase and maintain
insurance on behalf of all officers and Directors for any
liability asserted against them or incurred by them in their
capacity as officers and Directors or arising out of their
status as such. This expense shall be deemed a common expense
and included in the annual budget.
ARTICLE XV DISSOLUTION OF THE ASSOCIATION
A. The corporation shall have perpetual existence, but if the
Association is dissolved, the property consisting of the surface
water management system shall be conveyed to an appropriate
agency of local government, and that if not accepted, then the
surface water management system shall be dedicated to a similar
non-profit corporation.
B. Upon dissolution of the Association, any other assets
remaining after provision for payment of creditors and all
costs and expenses of such dissolution shall be distributed in
the following manner:
- (1) Any property determined by the Board of Directors of the
Association to be appropriate for dedication to any applicable
municipal or other governmental authority may be dedicated to
such authority provided the authority is willing to accept the
dedication.
- (2) Except as may be otherwise provided by the terms of the
Declaration, all remaining assets, or the proceeds from the sale
of such assets, shall be apportioned among the lots in the
Subdivision prorated to the number of votes attributable to such
lots pursuant to Article VI hereof, and the share of each shall
be distributed to the then owners thereof.
ARTICLE XVI BINDING EFFECT
The provisions hereof shall bind and insure to the benefit of
the members and their respective successors and assigns.
(the following document is a scanned copy showing signatures)
(following document is a copy of the certificate of incorporation issued by the State of Florida)
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