In compliance with the
requirements of Florida Statute 617, the undersigned, all of
whom are residents of the State of Florida, and all of whom
are of full age, have this voluntarily associated themselves
together for the purpose of forming a corporation not for
profit and do hereby certify:
ARTICLE I
Name
The name of the
corporation is Willow Greens Homeowners Association of
Pinellas, Inc., hereafter called the "Association".
ARTICLE II
ADDRESS
The principle office of the Association is
located at 1250 Starkey Road, Largo, Florida 33541.
ARTICLE III
REGISTERED AGENT
James R.
Willis, whose address is 14277 Walsingham Road, Largo,
Florida 34644, is hereby appointed the initial registered
agent of this Association.
Agency Accepted
______________________
by James R. Willis
ARTICLE IV
PURPOSE AND POWERS OF ASSOCIATION
The Association does not contemplate
pecuniary gain or profit to the members thereof, and the
specific purposes for which it is formed are to provide for
maintenance, preservation and architectural control of the
residence lots, Common Area and other areas within that
certain tract of property more particularly described on
Exhibit A to the Declaration of Covenants, conditions and
restriction for Willow
Greens,
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and to promote the health,
safety and welfare of the residents within the
above-described property and any additions thereto as may
hereafter be brought within the jurisdiction of this
Association 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 and Restrictions, hereinafter call the
"Declaration", applicable to the property and recorded or to
be recorded in the Public Records of Pinellas County,
Florida, and as the same may be amended from time to time as
herein provided, said Declaration being incorporated herein
as if set forth at length;
(b) fix, levy, collect
and enforce payment by any lawful means, all charges or
assessments pursuant to the terms of the Declaration; to pay
all expenses in connection therewith and 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)
contract with a third party for the management of the
property and to delegate to the contractor all powers and
duties of this corporation except such as are specifically
required by the Declaration and/or the
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By-Laws to have the approval
of the Board of Directors or the membership of the
corporation;
(e)
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, sale or transfer
shall be effective unless an instrument signed by
two-thirds
(2/3) of each class of members agreeing to such dedication,
sale or transfer has been recorded;
(f) participate in mergers and
consolidations with other non-profit corporations organized
for the same purposes or annex additional residential
property and Common Area, provided that any such merger,
consolidation or annexation shall have the assent of
two-thirds (2/3) of each class of members;
(g) to participate in and perform all
acts necessary or convenient for the establishment of a
special taxing district;
(h) have and exercise any and all
powers, rights and privileges which a corporation organized
under the Non-Profit Corporation Law of the State of Florida
by law may now or hereafter have or exercise.
ARTICLE V
MEMBERSHIP
Every person or
entity who is a record Owner of a fee or undivided fee
interest in any Lot which is subject by covenants of record
to assessment by the Association, including contract
sellers, shall be a member of the Association. The
foregoing is not intended to include persons or entities who
hold an interest merely as security for the performance of
an obligation. Membership shall be appurtenant to k,
and may not be separated from, ownership of any Lot which is
subject to assessment by the Association.
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ARTICLE VI
Voting Rights
The Association shall have two classes of
voting membership:
Class A. Class A members shall be
all Owners whose homes are encumbered by the
Declaration, with the exception of the Declarant, and shall
be entitled to one (1) vote for each lot owned. When
more\e than one (1) person holds an interest in any Lot, all
such persons shall be members. The vote for such Lot
shall be exercised as they determine, but in no event shall
more than one (1) vote will be cast with respect to any Lot.
Class B. The Class B member
shall e the Declarant (as defined in the Declaration), and
shall be entitled to three (3) votes for each Lot owned.
The Class B membership shall cease and be converted to Class
A membership on the happening of either of the following
events, whichever occurs earlier:
(a) when the total votes outstanding in the Class A
membership equal the total votes outstanding in the Class
Membership; or
(b) on December 31, 1999; or
(c) when Declarant waives in writing its right to Class B
membership.
ARTICLE VII
Board of Directors
The
affairs of this Association shall be managed by a Board of
Directors initially composed of three (3) Directors, who
need not be members of the Association. The number of
Directors may bve changed by amendment to the By-Laws of
this Association, but shall never be less than three nor
more than seven (7). Each Director's term of service
shall extend until lthe next annual meeting of the members
and thereafter until his successor is duly elected and
qualified or until he
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is removed in the manner
provided in the By-Laws. The names and addresses of
the persons who are to act in the capacity of
Directors until their successors are elected and qualify,
unless they sooner shall die, resign, or are removed, are:
Name
Address
James R. Willis
14277 Walsingham Road
Largo, Florida 34644
Edward M. Sinatra
14277 Walsingham Road
Largo, Florida 34644
Edward J. Butler
14277 Walsingham Road
Largo, Florida 34644
ARTICLE VIII
OFFICERS
The affairs of
the Association shall be administered by the officers
designated by the By-Laws. The officers shall be
elected by the Board of Directors at its first meeting
following the annual meeting of the members of the
Association and shall serve at the pleasure of the members
of the Board of Directors.
The names and addresses of the officers who
shall serve until their successors are designated by the
Board of Directors are as follows:
Name
Address
James R. Willis
14277 Walsingham Road
President
Largo, Florida 34644
Edward M. Sinatra
14277 Walsingham Road
Vice President
Largo, Florida 34644
Edward J. Butler
14277 Walsingham Road
Secretary/Treasurer
Largo, Florida 34644
ARTICLE IX
BY-LAWS
The first By-Laws
of the Association shall be adopted by the Board of
Directors and may be altered, amended or rescinded in the
manner provided by the By-Laws.
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ARTICLE X
INDEMNIFICATION
Every
Director and every Officer of the Association shall be
indemnified by the Association against all expenses by or
imposed upon him in connection with any proceeding or any
settlement of any proceeding to which he may be a part or to
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 Officer at the time such
expenses are incurred. 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 XI
DISSOLUTION
The
Association may be dissolved with the assent given in
writing and signed by not less than fifty-one percent (51%)
of each class of members. Upon dissolution of the
Association, other than incident to a merger or
consolidation, the assets of the Association shall be
dedicated to an appropriate public agency to be used for
purposes similar to those for which this Association was
created. In the event that such dedication is refused
acceptance, such assets shall be granted, conveyed and
assigned to any non-profit corporation, association, trust
or other organization to be devoted to such similar
purposes.
ARTICLE XII
DURATION
The
corporation shall exist perpetually.
ARTICLE XIII
AMENDMENTS
Amendment of
these Articles shall require the
assent of seventy-five
(75%) of the entire membership
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ARTICLE XIV
SUBSCRIBER
The name and
address of the subscriber of these Articles of Incorporation
are as follows:
Name
Address
Edward M. Sinatra
14277 Walsingham Road
Largo, Florida 34644
IN WITNESS WHEREOF, for the purpose of
forming this corporation under the laws of the State of
Florida, a\the undersigned, constituting the subscriber of
this Association, has caused these Articles of Incorporation
to be executed this 27th day of November, 1989.
_______________________
Edward M. Sinatra
Notarized in Florida, County of Pinellas on November 27th,
1969
(Though this is a verified copy of the original document,
minus some hand written information, this is a typed copy of
the Articles of Incorporation not intended to replace or
interpret the original document recorded)
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