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AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF FAIRFIELD PONTE VEDRA ASSOCIATION, INC.
ARTICLE I
The name of the corporation is FAIRFIELD PONTE
VEDRA Association, INC. hereinafter called the "Association". All
terms defined in the Declaration of Covenants and Restrictions for FAIRFIELD
PONTE VEDRA have the same meanings when used herein.
ARTICLE II
The principal office of. the Association is
located at 10036 Sawgrass Drive #3, P. 0. Box 1159, Ponte Vedra Beach, FL 32004
ARTICLE III
Donald J. Munch is the registered agent of this
Association, The registered office of the Association is 10036 Sawgrass Drive #
3, P. 0. Box 1159 Ponte Vedra Beach. FL 32004.
ARTICLE IV
PURPOSE AND POWERS OF THE ASSOCIATION
Section 4.1. This Association
is a corporation not for profit. No part of its earnings shall inure to the
benefit of any private shareholder or member.
Section 4.2 The objects and purposes Association
for which this Association is organized are as follows:
4.2.1. To establish, maintain, operate and
provide all community services of every kind and nature required or desired by
the members including without limitation those services and functions described
in the Declaration.
4.2.2. To provide for the enforcement of the
Covenants.
4.2.3. To engage in such other activities as may
be to the mutual benefit of the members and the owners of portions of the
community.
4.2.4. To own, operate and manage properties
conveyed to it in accordance with the Covenants.
4.2.5. To do such other things as may be
necessary and proper to carry out and accomplish the above objects and purposes.
4.2.6 The Association shall operate, maintain and
manage the surface water or stormwater management systems) in a manner
consistent with the St. Johns River Water Management District permit
requirements and applicable District rules, and shall assist in the enforcement
of the restrictions and covenants contained herein.
Section 4.3. In furtherance of the aforesaid
objects, purposes and powers, the Association shall have all the powers of a
Corporation Not for Profit organized and existing under the laws of the State of
Florida, which powers shall include, but are not limited to, the power:
4.3.1 To make, levy and collect Assessments from
its members and to expend the proceeds of such Assessments for the benefit of
its members. The assessments shall include 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,.
4.3.2. To bring and defend suits on behalf of the
Association.
4.3.3. To make and enforce reasonable rules and
governing the use of the property owned by the Corporation
4.3.4. To maintain, repair, replace, operate, and
insure those portions of the property that the Association has the duty or right
to maintain, repair, replace, operate, and nsure under these Articles and the
By-Laws of the Corporation.
4.3.5. To contract for the management of its
property and to delegate to such contractors all powers and duties of the
Corporation.
4.3.6. To employ personnel to perform the
services authorized by these Articles and by the By-Laws of the Association.
4.3.7. To purchase insurance upon its property
for the protection of the Association and its members.
4,3.8. To reconstruct improvements constructed on
its property after casualty or other loss.
4.3.9. To make additional improvements to its
property.
4.3.10. To acquire and enter into
agreements whereby it acquires leaseholds, memberships or other possessor or use
interests in lands or facilities including but not limited to marinas, lakes and
other recreational facilities, whether or not contiguous.
4.3.11. The Association shall levy and
collect adequate assessments against members of the Association for the costs of
maintenance and operation of the surface water or storm water management
system.
ARTICLE V
MEMBERS
Section 5.1. The members of this Association
shall consist of all owners of record title to Parcels in the community.
Section 5.2. Membership in this Association
cannot be transferred in any manner except as may be provided in the By-Laws
.
Section 5.3. Each Parcel shall be entitled to one
(1) vote. When more than one (1) person holds an ownership interest in any
Parcel, the vote for such Parcel shall be exercised as the owners of all such
interests determine among themselves, but In no event shall more than one (1)
vote be cast with respect to each Parcel. In the event of a disagreement among
such persons and an attempt by two (2) or more of them to cast the vote of such
Parcel, such vote shall not be recognized and the Parcel shall not be counted
for any purpose until such dispute is resolved.
ARTICLE VI
TERM
The Association shall exist in
perpetuity.
ARTICLE VII
BOARD OF DIRECTORS
Section; 1. The Board of Directors shall
consist of not less than seven nor more than thirteen members. Each
Director shall be a person who is a Member in good standing of the
Association. The Directors shall be elected by the members of the Corporation.
ARTICLE VIII
OFFICERS
The officers of this Association shall be a
president, vice-president, .secretary and a treasurer who shall at all
times be members of the Board of Directors, and such other officers as the
Board may from time to time by resolution create.
ARTICLE IX
INDEMNIFICATION
Section 9.1. Third Party Actions. The Association
shall indemnify any person who was or is a party or is threatened to be made a
party of any threatened, pending or completed action, suit or proceeding, or
appeal therefrom, whether civil, criminal, administrative, investigative or
otherwise (other than any action by or in the right of the Association) by
reason of the fact that he or his testator or intestate is or was a director,
officer or employee of the Association, or at the express or implied request of
the Association is or was serving as a director, trustee, officer or employee of
another Association or a partnership, joint venture, trust or other enterprise
(including without imitation any affiliated association) partnership, joint
venture, trust or other enterprise), against expenses (including attorney's
fees), Judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interest of the Association, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 9.2. Derivative Actions. The Association
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Association, or appeal therefrom, to procure a judgment in its favor by
reason of the fact that he or his testator or in testate is or was a director,
officer or employee of the Association) or at the express or implied request of
the Association is or was serving as a director, trustee, officer or employee of
another association or a partnership, joint venture, trust or other enterprise
(including attorneys* fees and amount paid in settlement) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Association; provided,
however, that no person shall be entitled to indemnification under this Section
9.2 in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for gross negligence or willful misconduct in the
performance of his duty to the Association.
Section 9.3. Successful Defense. To the extent
that a director, officer or employee has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in section
9.1 or 9.2 of this Article IX, or in defense of any claim, issue or matter
therein, such determination shall constitute conclusive evidence of such
person's right to be indemnified against expenses (including attorneys' fees)
actually or reasonably incurred by him in connection therewith, and the
president or a vice president of the Association shall direct the reimbursement
of all such expenses to such person.
Section 9.4. Determination of Propriety of
Indemnification. No person seeking indemnification under Section 9.1 or 9.2 of
this Article IX shall be indemnified unless pursuant to a determination by a
court or unless the board of directors or the shareholders in good faith by a
majority vote of a quorum of directors or shareholders, as the case may be, who
were not parties to such action, suit or proceeding determine that the standards
set forth in such sections have been met in the circumstances. The Association
may provide for additional indemnification and right to any person (including
without limitation those persons referred to in Sections 9.1., and 9.2 of this
Article IX), in each case except as otherwise ordered by a court or prohibited
by law.
ARTICLE X
DISPOSITION OF ASSETS UPON DISSOLUTION
No member, director or officer of the
Association or other private individual shall be entitled to share in the
distribution any of the corporate assets upon dissolution of the Association.
Unless agreed to the contrary by seventy-five percent (75S) of the Members, upon
dissolution of the Association, the assets of the Association shall be granted,
conveyed and assigned to an appropriate public body, agency or agencies, utility
or utilities or any one 1) or more of them or to any one(1) or more nonprofit
associations, associations trusts or other organizations to be devoted to
purposes as nearly as practicable the same as those to which they were required
to be devoted by the Association. No disposition of the Association's assets
shall divest or diminish any right or title of any member vested in him under
recorded covenants and restrictions applicable to such assets unless made in
accordance with the provisions of such Covenants. 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 system
must be transferred to and accepted by an entity which would comply with Section
40C-42.027, F.A.C., and be approved by the St. Johns River Water Management
district prior to such termination, dissolution or liquidation.
ARTICLE XI
AMENDMENT OF ARTICLES
Amendment of these Articles shall require the
assent of two thirds (2/3) of all the members entitled to vote.
BY-LAWS
Section 1. The Association shall adopt
Bylaws governing the conduct of the affairs of the Association. The By-Laws may
be amended as provided in the Bylaws.
Section 2. In the case of any future conflict
between the Articles of Incorporation and the By-Laws, the Articles of
Incorporation shall control.
IN WITNESS WHEREOF) the Association has caused
these Amended and Restated Articles of Incorporation to be duly executed under
their seal this 17th day of November 1993.
Rodger W. Gibson, President
Howard F. Renforth , Secretary
Donald Munch; Witness (name estimated from
signature)
Katie Buge;:Witness (name estimated from signature)
STATE OF FLORIDA
COUNTY OF ST JOHNS
The foregoing instrument acknowledged before me
this 17 day of November 1993, by in person.
BEVERLY S. EDMONDS
Notary Public - State of Florida
My Commission expires 10/05/96
Commission No. CC233238
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