VGHOA Articles Of Incorporation Of Citrus Springs Village "G" Homeowners Association, Inc. 06DEC2005
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ln compliance with the requirements of Chapter 617 of the Florida Statutes, the undersigned, all of whom are residents of the State of Florida and all of whom are of full age, have this day voluntarily associated themselves together for the purpose of forming a corporation not for profit and do hereby certify:
ARTICLE I
NAME OF CORPORATION
The name of the corporation is CITRUS SPRINGS VILLAGE "G" HOMEOWNERS ASSOCIATION, INC., a corporation not for profit organized under Chapter 617 of the Florida Statutes, as it existed on the date of incorporation, and all subsequent amendments thereto (hereinafter referred to as the "Association").
ARTICLE II
PRINCIPAL OFFICE
The principal office of the Association is located at 123 NW 1311 13th Street, Suite 300, Boca, Raton, FL 33432, which shall be the initial registered office and mailing address of the Association.
ARTICLE III
INCORPORATOR
David G. Larkin, Fallace & Larkin, L.C., 1900 S. Hickory Street, Suite A, Melbourne, Fl 32901, is the sole incorporator of the Association.
ARTICLE IV
REGISTERED AGENT
Lynn Gaudet, whose address 123 NW 13"' Street, Suite 300, Boca Raton, FL, 33432 is hereby appointed as the initial registered agent of the Association.
ARTICLE V
PURPOSE AND POWERS OF THE ASSOCIATION
This Association does not contemplate pecuniary gain or profit to the members thereof, and the specific purposes for which it is organized and for which it is to be operated are to provide for maintenance, preservation, and care of the property of the Association and to provide the architectural control of the residential lots and common area within that certain tract of property described on Exhibit "A" attached hereto and incorporated herein by this reference (hereinafter referred to as the "Property''), and 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 for these purposes. ln connection therewith, the Association shall have the following powers:
(a) To exercise all the powers and privileges and to perform all the duties and obligations of the Association as set forth in a Declaration of Covenants and Restrictions for Citrus Springs Village "G" (the "Declaration"), applicable to the Property and to be recorded in the Office of the Clerk of the Circuit Court, Indian River County, Florida and as the same may be amended from time to time as therein provided;
(b) Enforcing the provisions of the Declaration and these Articles of Incorporation, and the Bylaws of the corporation which may be hereafter adopted, and the rules and regulations governing the use of the common areas as the same may be hereafter established.
(c) To fix, levy, collect, and enforce payment by any lawful means, all! charges or assessments due to the Association or any other person affiliated with the Association pursuant to the terms of the Declaration; to pay all expenses in connection therewith; and to pay all office and other expenses incident to the conduct of business of the Association, including all licenses, taxes or governmental charges levied or imposed against the property of the Association;
(d) To 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 persona! property in connection with the affairs of the Association;
(e) To borrow money, and with the assent of two-thirds (2/3) of each class of members, mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred.
(f) To 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 an Instrument has been signed by two thirds (%) of each class of members, agreeing to such dedication, sale, or transfer unless. otherwise set forth in the Declaration;
(g) To participate in mergers and consolidations with other non-profit corporations organized for the same purposes, provided that any such merger or consolidation shall have the assent of two thirds (2/3) of each class of members;
(h) To annex additional property and common areas in the manner set forth in the Declaration;
(i) To have and to exercise any and all powers, rights, and privileges which a corporation organized under Florida law, including Chapter 617, Florida Statutes, by law, may now or hereafter have or exercise.
(j) To levy and collect adequate assessments against members of the Association for the costs of maintenance and operation of the Surface Water or Stormwater Management Systems, including but not limited to work within retention areas, drainage structures, and drainage easements.
(k) To operate, maintain and manage the Surface Water or Stormwater Management Systems in a manner consistent with the St. John’s River Water Management District permit requirements and applicable District rules, and assist in the enforcement of the restrictions and covenants contained therein.
(l) Maintaining & repairing, replacing, operating, and managing the common areas of this subdivision and the property comprising same, including the right to reconstruct improvements after casualty and to make further improvements of said property.
(m) To make and establish reasonable rules and regulations governing the use of common areas in accordance with the terms and provisions as set forth and defined in the Declaration.
(n) To enter into leases and agreements of every nature or kind.
ARTICLE VI
Membership
Every person or entity who ls a record owner who holds a fee or undivided fee interest in any lot which is subject to the Declaration, including contract sellers, shall be a member of the Association with the voting rights described in Article VII hereof. The foregoing shall not to include persons or entities who hold an interest merely as security for the performance of any obligation. Membership shall be appurtenant to and may not be separated from ownership of any lot which is subject to assessment by the Association.
ARTICLE VII
VOTING RIGHTS
The Association shall have two classes of voting membership with the relative rights and preferences as follows:
Class A: Class A members shall be all owners, with the exception of the Declarant, of any plot of land shown upon any recorded plat of the Property (•Lot" or "Lots"). Each Class A member shall be entitled to one vote for each Lot owned. When more than one person holds an interest in any Lot, each such person shall be members, however, the vote for such Lot shall be exercised as they collectively determine, and in no event shall more than one vote be cast with respect to any Lot.
Class B: The Class B member shall be the Declarant {as defined in the Declaration), who shall be entitled to five (5) votes for each Lot owned within the Property. Unless converted earlier and voluntarily by the Declarant, the Class 8 membership shall cease and be converted to Class A membership upon the first to occur of either of the following events:
(a) the total votes outstanding in the Class A membership equals the total votes outstanding in the Class B membership: or
(b) fifteen (15) years from the date of the original recording of the Declaration in the public records of Indian River County. Florida; or
(c) at the election of the Declarant (whereupon the Class A Members shall be obligated to elect the Board of Directors and assume control of the Association).
ARTICLE VIII
BOARD OF DIRECTORS
The affairs of the Association shall be managed by a Board of three (3) Directors, who need not be members of the Association. The number of directors may be changed by amendment of the Bylaws of the Association. The Board of Directors shall be elected at the first meeting of the Association In the manner described in the Bylaws.
ARTICLE IX
DISSOLUTION
The Association may be dissolved with the assent glven ln writing and signed by not less than two-thirds (2/3) 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. ln 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 purpose.
In the event of termination, dissolution, or final liquidation of the Association, the responsibility for the operation and maintenance of the Surface Water or Stormwater Management Systems must be transferred to and accepted by an entity which would comply with Section 40C-42.027, Florida Administrative Code, and be approved by St. John's River Water Management District prior to such termination, dissolution, or liquidation.
ARTICLE X
EXISTENCE AND DURATION
The existence of the Corporation shall commence with the filing of these Articles of Incorporation with the Secretary State. Tallahassee, Florida. The Corporation shall exist in perpetuity.
ARTICLE XI
AMENDMENTS
The Association shall have the right to amend these Articles at any time upon the affirmative vote of two-thirds (2/3) of each class (A&B) of the voting interest of the Association as described in Article VII hereof. Amendments may be proposed by resolution approved by a majority of the Board of Directors; provided, however, that no amendment shall make any changes in the qualifications for membership nor the voting rights of the members without approval in writing by all members and the joinder of all record owners of mortgages upon the Lots. No amendment shall be made that is in conflict with Florida law or the Declaration unless the latter is amended to conform to the same.
ARTICLE XII
BYLAWS
The Bylaws of the Association shall be adopted by the Board of Directors at the first meeting of Directors, and may be altered, amended. or rescinded thereafter in the manner provided therein.
ARTICLE XIII
ASSESSMENTS
The assessments shall be used for the maintenance and repair of the Surface Water or Stormwater Management Systems, including but not limited to work within retention areas, drainage structures, and drainage easements and for the maintenance and repair of the common areas within the Property, and other property of the Association, as set forth in the Declaration.
ARTICLE XIV INDEMNIFICATION
Every director and every officer of the corporation shall be indemnified by the corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him in connection with any proceeding to which he may be a party or in Which he may become involved, by reason of his being or having been a director or officer of the corporation, whether or not he is a director or officer at the time such expenses are incurred, except in such cases wherein the director or officer is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties; provided, that in the event of any claim for reimbursement of indemnification hereunder based upon a settlement by the director or officer seeking such reimbursement or indemnification, the indemnification herein shall only apply if the Board of Directors approves such settlement and reimbursement as being in the best interests of the corporation. 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.
IN WITNESS WHEREOF. for the purpose of forming this corporation under the laws of the State of Florida. the undersigned, constituting the sole Incorporator of this Association, has executed these Articles of Incorporation this 2 day of December.
Signature of David G. Larkin
David G. Larkin, Incorporator
STATE OF FLORIDA
COUNTY OF BREVARD
The foregoing instrument was acknowledged before me this 2day of December, 2005, by David G. Larkin, who is personally known to me and did not take an oath.
(SEAL of Stacey L. Tomasko)
Notary Public State of Florida
Stacey L. Tomasko
My Commission DD 398628
Expires: 03/1//2009
Signature of Stacey L. Tomasko
Signature of Notary Public
Stacey L. Tomasko
Print Name of Notary Public Notary Public State of Florida
My Commission Expires: 03/14/2009
Signatures, seals, and stamps were removed for clarity
State of Florida Incorporation Certificate
Department of State
I certify from the records of this office that CITRUS SPRINGS VILLAGE "G" HOMEOWNERS ASSOCIATION, INC. is a corporation organized under the laws of the State of Florida, filed on December 5, 2005.
The document number of this corporation is NOS000012191.
I further certify that said corporation has paid all fees due this office through December 31, 2005, and its status is active.
I further certify that said corporation has not filed Articles of Dissolution.
I further certify that this is an electronically transmitted certificate authorized by section 15.16, Florida Statutes, and authenticated by the code 405A00070596-120605-N05000012191-1/1, noted below.
Authentication Code: 405A00070596-120605-N05000012191-1/1
Given under my hand and the
Great Seal of the Stata of Florida,
at Tallahassee, the Capital,
this the Sixth day of December 2005
Signature of David E. Mann
David E. Mann
Secretary of State
Signatures, seals, and stamps were removed for clarity
State of Florida Incorporation Certificate (Corrected)
Department of State
I certify the attached is a true and correct copy of the Articles of Incorporation of CITRUS SPRINGS VILLAGE "G" HOMEOWNERS ASSOCIATION, INC., a Florida corporation filed. on December 5, 2005, as shown by the records of this office.
I further certify the document was electronically received under FAX audit number H05000278364. This certificate is issued in accordance with Section 15.16, Florida Statutes, and authenticated by the code noted
The document number of this corporation is NOS000012191.
Authentication Code: 40SA00070596-120605-N0S000012191-1/1
Given ùnder my hand and the
Great Seal of the State of Florida,
at Tallahassee, the Capital,
this the Sixth day of December 2005
Signature of David E. Mann
David E. Mann
Secretary of State
Signatures, seals, and stamps were removed for clarity
EXHIBIT A
LEGAL DESCRIPTION
CITRUS "G"
A PARCEL OF LAND LYING IN TRACTS 13 AND 14, SECTION 21, TOWNSHIP 33 SOUTH, RANGE 39 EAST, INDIAN RIVER FARMS COMPANY SUBDIVISION, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 2, PAGE 25, OF THE PUBLIC RECORDS OF ST. LUCIE (NOW INDIAN RIVER) COUNTY, FLORIDA, SAID PARCEL BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS;
COMMENCE AT THE NORTHWEST CORNER OF SAID SECTION 21; THENCE SOUTH 13 DEGREES 35 MINUTES 35 SECONDS EAST, A DISTANCE OF 1723.90 FEET TO A POINT ON THE WEST LINE OF THE EAST 28.05 ACRES OF SAID TRACT 13 AND THE POINT OF BEGINNING OF THE HEREIN DESCRIBED PARCEL OF LAND; THENCE SOUTH 89 DEGREES 38 MINUTES 16 SECONDS EAST, A DISTANCE OF 1479.14 FEET; THENCE SOUTH O DEGREES 10 MINUTES 55 SECONDS WEST, A DISTANCE OF 873.86 FEET TO A POINT ON A LINE WHICH IS 120.00 FEET NORTH OF, THE SOUTH LINE OF SAID SECTION 21 AND ALSO A POINT FROM WHICH THE SOUTH QUARTER CORNER OF SAID SECTION 13 BEARS SOUTH 80 DEGREES 43 MINUTES 03 SECONDS EAST, A DISTANCE OF 775.93 FEET; THENCE NORTH 89 DEGREES 36 MINUTES 51 SECONDS WEST, ALONG A UNE WHICH IS 120.00 FEET NORTH OF THE SOUTH LINE OF SAID SECTION 21, A DISTANCE OF 1479.14 FEET TO A POINT ON THE AFOREMENTIONED WEST LINE OF THE EAST 28.05 ACRES OF SAID TRACT 13; THENCE NORTH O DEGREES 1O MINUTES 55 SECONDS EAST, ALONG SAID LINE, A DISTANCE OF 873.25FEET TO THE POINT OF BEGINNING.
CONTAINING 29.6625 ACRES, MORE OR LESS
