This is an HTML transcription by Frank Clarke of a document filed with the Secretary of State in Tallahassee, Mar 22nd, 1979.  

Readers take note: this copy is to be used for quick reference only and is not to be construed as a legal document.   Before making any legal decision, refer to the actual documents.  

The text editor used to produce this document does not have a spell-checker.   Please send any spelling corrections to Frank Clarke.  

Table of Contents -- Articles of Incoporation

• ARTICLE 1 -- NAME
• ARTICLE 2 -- PURPOSE
• ARTICLE 3 -- GENERAL POWERS
• ARTICLE 4 -- MEMBERS
• ARTICLE 5 -- TERM
• ARTICLE 6 -- INITIAL SUBSCRIBERS
• ARTICLE 7 -- DIRECTORS
• ARTICLE 8 -- OFFICERS
• ARTICLE 9 -- BY-LAWS
• ARTICLE 10 -- DISSOLUTION
• ARTICLE 11 -- STOCK
• ARTICLE 12 -- OFFICE
• ARTICLE 13 -- AMENDMENTS
• ARTICLE 14 -- CONTRACTUAL POWERS

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

The name of the corporation shall be: EAST LAKE WOODLANDS CLUSTER HOMES IMPROVEMENT ASSOCIATION UNIT FOUR, INC., hereinafter sometimes referred to as the "Association".

The general nature, objects and purposes for which the Association is organized are as follows:

1. To promote the health, safety and social welfare of the members of the Association in protecting and enhancing the value of the property of the members located in the subdivisions known as East Lake Woodlands Cluster Homes Units Four A, B, C, and D, according to plats thereof recorded or to be recorded in the current public records of Pinellas County, Florida, and in additional subdivisions of lands contiguous to or nearby East Lake Woodlands Cluster Homes Units Four A, B, C, and D, all of which subdivisions are hereinafter collectively referred to as the "East Lake Subdivisions";
2. To endeavor to see that ad valorem taxes and assessments levied on said property of the members of the Association are uniform and fair;
3. To endeavor to see that adequate police and fire protection, garbage and trash removal and other conveniences and utility services are furnished to the property of the members;
4. To provide for the maintenance, improvement and beautification of access ways, common parcels, and other properties in the East Lake Subdivisions;
5. To provide, purchase, acquire, replace, improve, maintain and/or repair such building, structures, landscaping, paving and equipment, both real and personal, related to the health, safety and social welfare of the members of the Association, as the Board of Directors, in its discretion, determines necessary, appropriate and/or convenient;
6. To operate without profit for the sole and exclusive benefit of its members, but without pecuniary gain or profit to the members of the Association.

The general powers that the Association shall have are as follows:

1. To hold funds solely and exclusively for the benefit of the members for purposes set forth in these Articles of Incorporation;
2. To promulgate and enforce rules, regulations, by-laws, covenants, restrictions and agreements to effectuate the purposes for which the Association is organized;
3. To delegate power or powers where such is deemed in the interests of the Association;
4. To purchase, lease, hold, sell, mortgage or otherwise acquire or dispose of, real or personal property; to enter into, make, perform, or carry out contracts of every kind with any person, firm, corporation or association; to do any and all acts necessary or expedient for carrying on any and all of the activities and pursuing any and all of the objects and purposes set forth in the Articles of Incorporation and not forbidden by the laws of the State of Florida;
5. To fix assessments to be levied against property to defray expenses and costs of effectuating the objects and purposes of the Association and to create reasonable reserves for such expenditures;
6. To charge recipients for services rendered by the Association and the user for use of Association property where such is deemed appropriate by the Board of Directors of the Association;
7. To pay taxes and other charges, if any, on or against property owned or accepted by the Association;
8. To borrow money and from time to time, to make, accept, endorse, execute and issue debentures, promissory notes or other obligations of the Association for monies borrowed or in payment for property acquired or for any of the other purposes of the Association and to secure the payment of such obligation by mortgage, pledge or other instrument of trust, or by lien upon, assignment of or agreement in regard to all or any part of the property rights or privileges of the Association wherever situated;
9. To purchase insurance;
10. In general, to have all common law and statutory powers conferred upon corporations not for profit by the laws of the State of Florida that are not in conflict with the terms of these Articles.

Every Owner of a Lot in East Lake Woodlands Cluster Homes Units Four A, B, C, and D shall be a member of the Association.   The Association shall have two classes of voting membership:

1. Class A.   Class A members shall be all Owners, with the exception of East Lake Woodlands, Ltd., a Florida limited partnership (the "Developer"), and shall be entitled to one 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 determine; but in no event shall more than one vote be cast with respect to any Lot.   There shall be no split vote.   Prior to the time of any meeting at which a vote is to be taken, each co-owner shall file the name of the voting co-owner with the secretary of the Association in order to be entitled to vote at such meeting, unless such co-owners have filed a general voting authority with the secretary applicable to all votes until rescinded.
2. Class B.   The Class B member(s) shall be the Developer and shall be entitled to five 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, which ever occurs earlier:
   1. When the total votes outstanding in the Class A membership equal the total votes outstanding in the Class B membership; or
   2. June 1, 1982
   Oddly, only the second of these can have occurred.   There were originally 99 Units giving the Developer 495 votes.   With each sold Lot, the Developer lost 5 votes and the Owners gained 1.   When 82 Lots had been sold, the class A members held 82 votes and the Developer held (17 x 5 = 85).   When the Developer sold the next Lot, class A had 83 votes and class B had (16 x 5 = 80).   That is, the two classes could never be equally balanced, and the text above does not say "equal or greater".   (Not that it matters anymore...)

The Association shall have perpetual existence.

The names and addresses of the subscribers hereto are:

Allan R. Rutberg,	300 East Lake Woodlands Parkway Palm Harbor, FL   33563
Thomas A. Shapiro,	300 East Lake Woodlands Parkway Palm Harbor, FL   33563
A. George Newman,	520 Broad Street Newark, New Jersey   07101

The activities and affairs of the Association shall be managed by a Board of Directors who shall be elected by the members at the annual meeting of the members or at such other time as may be specified in the By-Laws.   The number of Directors shall be fixed by the By-Laws.   The first Board of Directors who shall serve until the annual meeting of the members to be held in 1979, shall consist of the three original subscribers hereto.   All vacancies in the Board of Directors shall be filled by the remaining Directors.

The Board of Directors may by resolution designate an Executive Committee, to consist of one or more of the Directors of the Association, which, to the extent provided in said resolution or in the By-Laws of the Association, shall have and may exercise the powers of the Board of Directors in the management of the affairs of the Association.

The Board of Directors may deal with and expend the income and principal of the Association in such manner as in the judgement of the Board will best promote its purposes.

The By-Laws may confer powers upon the Directors in addition to the foregoing and other powers and authorities expressly conferred upon them by statute.

The officers of the Association, who shall manage its affairs under the direction of the Board of Directors, shall be a President, a Vice-president, a Secretary, and a Treasurer, and such other officers as the Board of Directors from time to time may elect or appoint.   The officers shall be elected at the annual meeting of the Board of Directors or at such other time as may be specified in the By-Laws and shall hold office for such period as the By-Laws shall provide.

The names, addresses and offices held of the officers who are to serve until the first election or appointment under the Articles of Incorporation are:

Allan R. Rutberg,	300 East Lake Woodlands Parkway Palm Harbor, FL   33563
Thomas A. Shapiro,	300 East Lake Woodlands Parkway Palm Harbor, FL   33563
A. George Newman,	520 Broad Street Newark, New Jersey   07101

The members, by a vote of the majority of those present at any meeting at which a quorum is present, shall make, alter, amend, or rescind the By-Laws of the Association.

Upon the dissolution or liquidation of the Association, whether voluntary or involuntary, all of its funds and other assets remaining after payment of all costs and expenses of dissolution or liquidation shall be distributed and paid over entirely and exclusively to organizations which have qualified for exemption under Section 501(c)(3) of the Internal Revenue Code of 1954, or to the federal government, or to a state or local government, for a public purpose.   None of the funds or assets and none of the income of the Association shall be paid over, distributed to or inure to the benefit of any member, officer or director of the Association or any other private individual.

The Association shall not have or issue any shares of corporate stock.

The initial principal office of the Association is to be located at Palm Harbor, Florida, which office may be changed from time to time by action of the Board of Directors.

Amendments to the Articles of Incorporation may be proposed and adopted as follows:   Every amendment shall first be proposed by a member and shall then be approved by a majority of the members by resolution duly adopted at any meeting thereof at which a quorum is present.   A copy of the proposed amendment with thereon a certificate that it has been approved by the members, sealed with the corporate seal, signed by the Secretary, and executed and acknowledged by the President or Vice-President, shall be prepared and filed with the Secretary of State of the State of Florida in the manner required for Articles of Incorporation of corporations not for profit.   The Articles of Incorporation shall be amended and the amendment incorporated therein when the amendment has been filed with the Secretary of State, approved by him, and all filing fees have been paid.   Subject to the foregoing terms and conditions, the Association reserves the right to alter, amend, change or repeal any provision contained herein.

In the absence of fraud, no contract or other transaction between the Association and any other person, firm, corporation, or partnership shall be affected or invalidated by the fact that any director or officer of the Association is pecuniarily or otherwise interested therein.   Any director may be counted in determining the existence of a quorum at any meeting of the Board of Directors of the Association for the purpose of authorizing such contract or transaction with like force and effect as if he were not so interested or were not a director, member or officer of such firm, association, corporation, or partnership.   It is specifically intended that officers of the Association may also be officers in or have interest in the corporations with which management or maintenance agreements are or may be entered into with respect to the East Lake Subdivisions.

The original documents are signed by Allan R. Rutberg, Thomas A. Shapiro, and A. George Newman.

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