Articles of Incorporation of
Lake St. Charles Master Association, Inc.
The undersigned hereby associate to form a corporation
not for profit under Chapter 617 of the Florida Statutes.
Article I
Name
The name of this corporation shall be LAKE ST. CHARLES MASTER
ASSOCIATION, INC., hereinafter referred to as the
("Association"). The principal and mailing address of this
corporation shall be 611 West Bay Street, Tampa, FL 33606.
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Article II
Purpose
The purpose of the Association is to carry out the purposes specified
in the Master Declaration of Covenants, Conditions, Restrictions and
Easements of Lake St. Charles, which will be recorded among the Public
Records of Hillsborough County, Florida, (hereinafter called
"Declaration"), in the development located in Hillsborough
County, Florida, known as Lake St. Charles.
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Article III
Powers
The Association shall have all of the powers given to corporations
not for profit by the Florida Statutes and all of the powers expressly
conferred upon it by the Declaration, together with all powers necessary
to fulfill all such stated powers and the duties expressly given to it
by such Declaration. These powers include, but are not limited to, the
power to:
1. Maintain, repair, improve and insure any Common Area as defined in
the Declaration and other real or personal property which the
Association owns or which it has assumed the obligation to maintain;
2. Make and collect assessments from its Members;
3. Pay all Association expenses;
4. Acquire title to and exercise all rights of ownership in and to
any real or personal property;
5. Own and convey real or personal property;
6. Make, amend and enforce reasonable rules and regulations for the
use of the property it owns or maintains;
7. Enforce the terms of the Declaration, these Articles, and the
By-Laws of the Association;
8. Sue and be sued;
9. Contract for operation and maintenance services.
10. Require all Owners to be members of the Association;
11. Exist in perpetuity, but in the event that the Association is
dissolved, the Common Area including the surface water management system
shall be conveyed to an appropriate agency of local government, or if
not accepted to a nonprofit corporation with similar purposes.
12. Take any other action necessary for the purposes for which the
Association is formed.
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Article IV
Members
1. Every record owner of a fee interest in any Lot, as defined in the
Declaration, including contract Sellers, shall be a Member of the
Association. The foregoing is not intended to include persona or
entities who hold an interest merely as security for the performance of
an obligation. Membership shall be appurtenant to, and may not be
separated form, ownership of a Parcel.
2. Change of membership in the Association shall be established by
the recording, in the Public Records of Hillsborough County, Florida, of
a deed or other instrument establishing a record of title to a Lot, and
shall be evidenced by delivery to the Association of a copy of such
instrument. The membership of the prior owner shall be terminated as of
the date of delivery of such deed or other instrument.
3. The share of a Member in the funds and assets of the Association
cannot be assigned, hypothecated or transferred in any manner except
upon transfer of his Lot.
4. There shall be two (2) classes of membership as follows:
(a) Class A. As long as there is a Class B membership, Class A
Members shall be all Owners, as defined in the Declaration, other than
the Declarant, as defined in the Declaration, and shall be entitled to
one vote for each Lot owned. Upon termination of Class B membership,
Class A Members shall be all Owners, including the Declarant, as long as
the Declarant is an Owner and each Owner shall be entitled to one vote
for each Lot owned. If more than one (1) person owns an interest in any
Lot, all such persons shall be Members, but there shall be only one (1)
vote cast with respect to such Lot. Such vote may be exercised as the
Owners determine among themselves, but no split vote shall be permitted.
(b) Class B. The Class B Member shall be the Declarant and as
long as there is a Class B voting membership the Declarant shall be
entitled to three (3) votes for each Lot owned. Class B membership shall
cease and be converted to Class A membership and any Class B Lots then
subject to the terms of the Declaration shall become Class A Lots upon
the happening of any of the following events, whichever occurs earlier:
(i) When the total votes outstanding in the Class A membership equal
the total votes outstanding in the Class B membership, including Class B
votes for any Property annexed or planned for annexation by Declarant,
(ii) January 1, 2003, or
(iii) When the Declarant waives in writing its right to Class B
membership.
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Article V
Board of Directors
1. The affairs of the Association shall be initially managed by a
Board of three (3) Directors, whose names and addresses are:
Glen E. Cross
611 West Bay Street
Tampa, Florida 33606
Galen Custard
611 West Bay Street
Tampa, Florida 33606
Noreen S. Folsom
611 West Bay Street
Tampa, Florida 33606
2. New Directors shall be appointed or elected and the number of
Directors shall be increased or diminished in accordance with owned the
By-Laws of the Association, but there shall not be less than three.
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Article VI
Officers
The officers of the Association shall be President, Vice President,
Secretary and Treasurer, and such additional officers as the By-Laws
specify. The officers shall be elected by Directors at their annual
meeting or at any special meeting called for that purpose.
The first officers who shall serve until the first election are:
| President: |
Glen
E. Cross
611 West Bay Street
Tampa, Florida 33606
|
| Vice
President:
|
Galen
Custard
611 West Bay Street
Tampa, Florida 33606
|
| Secretary/Treasurer: |
Noreen
S. Folsom
611 West Bay Street
Tampa, Florida 33606 |
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Article VII
By-Laws
The By-Laws of the Association shall be adopted by the
first Board of Directors and may be altered as follows:
1. An amendment may be proposed by any Member or any
Director prior to a meeting at which it will be considered.
2. Notice of the subject matter of the proposed
amendment shall be included in the notice of the meeting at which the
amendment is to be considered.
3. The amendment must be approved, either in person or
by proxy by at least a majority of the entire membership of the Board of
Directors.
4. No amendment may change the qualifications for
membership in the Association.
5. No amendment which will affect the Declarant shall
be adopted unless the Declarant has consented thereto in writing.
6. As long as there is a Class B membership, the
Federal Housing Administration or the Veterans Administration shall have
the right to veto amendments.
7. A copy of the amendment shall be recorded in the
Public Records of Hillsborough County, Florida.
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Article VIII
Amendment of Articles
These Articles may be amended in the manner set forth in Chapter 617,
Florida Statutes, provided, however, that any amendment to these
Articles shall require the assent of written consent of two-thirds (2/3)
of the Lot Owners at any regular or special meeting of the membership
duly caused and convened. No such amendment may diminish any rights of
the Class B Member, however, unless jointed in by such Class B Member.
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Article IX
Dissolution of the Association
The terms of the Association shall be perpetual unless dissolved by
the unanimous written consent of the Members and all mortgagees.
Upon dissolution of the Association, other than incident to a merger
or consolidation, the assets of the Association (including without
limitation the surface water management system portions of the Common
Area) shall be dedicated to an appropriate public agency to be used for
the purposes similar to those for with the 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, but in no event shall such assets inure to the individual
benefit of any Member or other private individual. The Article is
subject to the provisions of Section 617.05 Florida Statutes.
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Article X
Initial Subscribers
The name and address of the initial subscriber is as follows:
Glen E. Cross
611 West Bay Street
Tampa, Florida 33606
Article XI
Resident Agent
Certificate Designating Place of Business or Domicile
for the Service of Process Within This State,
Naming Agent Upon Whom Process May Be Served
In pursuance of Chapter 48.091, Florida Statutes, the following is
submitted, in compliance with said Act:
LAKE ST. CHARLES MASTER ASSOCIATION, INC., desiring to organize under
the laws of the State of Florida, with its principal place of business
at 611 West Bay Street, City of Tampa, County of Hillsborough, State of
Florida has named Glen E. Cross, located at 611 West Bay Street, Tampa,
County of Hillsborough, State of Florida, 33606, as its agent to accept
service of process within this state.
ACKNOWLEDGMENT: (MUST BE SIGNED BY DESIGNATED AGENT)
Having been named to accept service of process for the above stated
corporation, at place designated in this certificate, I hereby accept to
act in this capacity, and agree to comply with the provision of said Act
relative to keeping open said office.
Executed By Glenn E. Cross on May 28, 1996
