NOTE: This is a courtesy copy of the Articles of Incorporation. It was electronically generated from a printed text. Although significant effort was used to assure the accuracy of this document, in case of a discrepancy the original documents obtain.
ARTICLES OF INCORPORATION OF HALF MOON BAY MASTER ASSOCIATION, INC
(A CORPORATION NOT FOR PROFIT)
In compliance with the requirements of the Laws of the State of Florida, the undersigned hereby associate themselves together for the purpose of forming a corporation not for profit and do hereby certify:
ARTICLE I
The name of the corporation is HALF MOON BAY MASTER ASSOCIATION, INC., hereinafter called the "Association".
ARTICLE II
The street address of the Registered Office of the Association is 1800 South Australian
Avenue, West Palm •Beach, Florida 33409, and the name of the Registered Agent is G. Steven Brannock.
ARTICLE III
DEFINITIONS
1. "Additional Phases" shall mean and refer 'to the land described in Exhibit "1"
hereof, upon which Developer intends to construct Units in Half Moon Bay.
2. "Association" shall mean and refer to Half Moon' Bay Master Association, Inc., a
Florida not-for-profit corporation, its successors and assigns.
3. "By-Laws" shall mean the By-Laws for the Association adopted in accordance with the provisions of Article XIV hereof.
4. "Developer" shall mean and refer to K. Hovnanian at Half Moon Bay, Inc., a Florida corporation its successors or assigns, the owner and developer of the Additional Phases.
5. "Half Moon Bay" shall mean and refer to the entire community of Half Moon Bay, consisting of Half Moon Bay Condominium Phase I, according to the Declaration thereof, recorded in Official Records Book 3384, Page 569 of the Public Records of Palm Beach County, Florida and Half Moon Bay Condominium Phase II, according to the Declaration thereof, recorded in Official Records Book 3656, Page 1119 of the Public Records of Palm Beach County, Florida (sometimes collectively referred to as "Phases I and II") and the Additional Phases.
6. "Individual Associations" shall mean and refer to the non-profit corporations which are and will be organized for the exclusive purpose of governing and administering the affairs of the condominiums located on Phases I and II and on the Additional Phases. All Owners of Units in Phases I and II and the Additional Phases will be members of their respective Individual Associations and will also be members of the Half Moon Bay Master Association, Inc.
7. "Master Declaration" shall mean and refer to the Declaration of Covenants,
Conditions, Restrictions and Easements recorded in Official Record Book 5836 Page 770 of the Public Records of Palm Beach County, Florida.
4305a/0186a:1 881101
8. "Owner" shall mean and refer to an owner of fee simple title to any dwelling in Half Moon Bay.
9. "Public Records" shall mean and refer to the Public Records of Palm Beach County, Florida, as recorded in the Clerk of the Circuit Court's office thereof.
10. "Recreation Property" shall mean and refer to the land and improvements thereon
described on Exhibit "2" attached hereto and made a part hereof, together with any and al
additional property, and improvements thereon, which is owned, leased by or dedicated to the Association for the common use and enjoyment of the members of the Association as hereinafter set forth subject to the terms and provisions of the Master Declaration. Until such time as the Class "B" membership of Developer to the Association ceases, pursuant to the provisions of Article VII hereof, additional property and/or facilities may be added to the Recreation Propert• by Developer, subject to the terms and provisions of the Master.,
Declaration, and no consent from any other party shall be required.
11. "Unit" shall mean and refer to each existing condominium unit of Half Moon Bay
Condominium Phase I and Phase II as well as each residential dwelling unit constructed on the Additional Phases.
ARTICLE IV
PURPOSE OF THE ASSOCIATION
This 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 operation, maintenance and preservation of the Recreation Property, and improvements thereon, and to act as Operator in accordance with, the Master Declaration, and to promote the health, safety and welfare of the members of the Association.
ARTICLE V
POWERS OF THE ASSOCIATION
The Association shall have all the powers and duties reasonably necessary to operate and maintain the Recreation Property, including, but not limited to, the following:
(a) Exercise all of the powers and privileges and to perform all of the duties and
obligations of the Association as set forth in these Articles and the By-Laws of the
Association and as the same may be amended from time to time, said By-Laws 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 these Articles or the By-Laws of the Association; to pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the Association, including 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 or otherwise dispose of real or personal property in connection with the affairs of the Association;
(d) Borrow money, and with the assent of two-thirds (2/3rds) of each class of members at a duly called meeting of the Association, mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred;
(e) Dedicate, sell or transfer all or any part of the Recreation Property 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 without
obtaining consent of two-thirds (2/3rds) of the members to such dedication, sale or transfer in writing or by vote at a duly. called meeting of the Association, and without obtaining prior written consent of Developer for so long as Developer owns any property within Half Moon Bay;
(f) Participate in mergers and consolidations with other non-profit corporations
organized for the same purposes or annex additional Recreation Property, provided that any such merger, consolidation or annexation shall have the assent of two-thirds (2/3rds) of each class of members at a duly called meeting of the Association, except as otherwise provided herein;
(g) To promulgate or enforce rules, regulations, by-laws, covenants, restrictions or
agreements to effectuate all of the purposes for which the Association is organized;
(h) To have and to exercise any and all powers, rights and privileges which a non-profit corporation organized under the Laws of the State of Florida may now or hereafter have or exercise;
(i) To contract for management of the Association and to delegate in such contract all or any part of the delegable powers and duties of the Association, and to contract for services to be provided the members. All members of the Association shall be bound by such contracts regardless of whether they desire or use the service.
PROVISO: Notwithstanding the foregoing, until such time as Class B Membership in the
Association ceases, as hereinafter set forth, the powers of the Association as set forth in
Paragraphs (d), (e) and (f) may be exercised solely by the Board of Directors.
ARTICLE VI
MEMBERSHIP AND QUORUM
1. Every Owner of a Unit in Half Moon Bay shall be a member of the Association.
Membership shall be appurtenant to and may not be separated from ownership of any Unit.
2. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one-third (1/3) of the votes of the Association shall constitute a quorum for any action.
3.
ARTICLE VII
VOTING RIGHTS
The Association shall have two (2) classes of voting membership:
Class A. Class A members shall be all Owners, and shall be entitled to one (1) vote for each Unit owned in Half Moon Bay. When more than one (1) person holds an interest in any Unit, all such persons shall be members. The vote for such Unit shall be exercised as they determine, but in no event shall more than one (1) vote be cast with respect to any Unit.
Class B. The Class B member shall be the Developer, and shall be entitled to three hundred and six (306) votes. The Class B membership shall cease on the happening of one of the following events, whichever occurs earlier:
(a) Four (4) months after Developer has conveyed to purchasers seventy-five percent (75%) of the Units that will be ultimately constructed within the Additional Phases as so determined by developer in its sole discretion; or
(b) Five (5) years following conveyance of the first Unit in the Additional phases; or
(c) Such earlier date as Developer may determine.
ARTICLE VIII
BOARD OF DIRECTORS
The affairs of this Association shall be managed by a Board of Directors consisting of not
less than - three (3) nor more than nine (9) persons who need not be members of the
Association. The first Board shall consist of three (3) members. Thereafter the number of
Directors may be increased to a maximum of nine (9) by a majority vote of the Board of
Directors. The first election of Directors shall be held when Class B membership ceases as provided in
ARTICLE VII hereof, at a meeting of the members called for that purpose. Three (3) Directors shall be elected at this first election, one (1) for a term of one (1) year, one (1) for a term of two (2) years, and one (1) for a term of three (3) years. If the number of Directors is increased by the Board of Directors as provided above, then said Board shall also determine the term for each new directorship so created. At each annual meeting thereafter a number of Directors equal to that of those whose terms have expired shall be elected for the term of three (3) years. At the expiration of any term of three (3) years, any Director may be re-elected.
The Directors named in these first election of Directors, and occurring before the first election shall have the right to run the Association until the first provided. The names and
addresses of Directors who shall hold offi elected and have qualified, or until
Articles shall serve until the any vacancies in their number shall be filled by
Developer. move and replace any Director of Lection of Directors as herein of the members of the first Board ce until their successors are removed, are as follows:
NAME ADDRESS
RALPH HINTZ 1800 South Australian Avenue West Palm Beach, Florida 33409
RALPH BRINK 1800 South Australian Avenue West Palm Beach, Florida 33409
RANDY CALLIS 1800 South Australian Avenue West Palm Beach, Florida 33409
ARTICLE IX
DISSOLUTION
In the event of the dissolution of the Association, other than incident to a merger or
consolidation, any member may petition the Circuit Court of the Fifteenth Judicial Circuit
of the State of Florida for the appointment of a receiver to manage the affairs of the dissolved Association and to manage the Recreation Property, in the place and instead of the Association, and to make such provisions as may be necessary for the continued management of the affairs of the dissolved Association and the Recreation Property.
ARTICLE X
DURATION
The corporation shall exist perpetually.
ARTICLE XI
AMENDMENTS
Amendments to these Articles shall be proposed and adopted in the following manner:
1. Proposal. Amendments to these Articles may be proposed upon a vote of the majority of the entire Board adopting a resolution setting forth the proposed amendment to these Articles, directing that it be submitted to a vote at a special or annual meeting of
members; or amendments may be proposed by petition signed by twenty-five percent (25%) of the members of the Association, and delivered to the Secretary.
2. Call for Meeting. Upon the adoption of a resolution proposing any amendment or
amendments to these Articles by said Board or upon presentation of a petition as herein
provided, such proposed amendment or amendments shall be transmitted to the President of the Association, or other officer of the Association in absence of the President, who shall thereupon call a special meeting of the membership, unless it is to be considered at an annual meeting. It shall be the duty of the Secretary to give each member written notice stating the purpose of the meeting, place, day and hour of the meeting, and setting forth the proposed amendment or a summary of the changes to be effected thereby. Notice of the meeting shall be given as provided in the By-Laws.
3. Vote Necessary. In order for such amendment or amendments to become effective, the same must be approved at a duly called meeting, by an affirmative vote of a majority of the votes of the entire membership entitled to vote thereon; and PROVIDED FURTHER that for so long as Developer owns any property in Half Moon Bay, Developer's written consent must first be obtained.
4. By Written Statement. If all the directors and all the members eligible to vote sign
a written statement manifesting their intention that an amendment to these Articles be
adopted, then the amendment shall thereby be adopted as though subsections 1., 2., and 3.
above have been satisfied.
5. Filing. The Articles of Amendment containing said approved amendment or amendments shall be executed by the corporation by its President or Vice President and by its Secretary or Assistant Secretary and acknowledged by one of the officers signing such Articles. The Articles of Amendment shall set forth:
(a) The name of the corporation.
(b) The amendments so adopted.
(c) The date of the adoption of the amendment by the members.Such Articles of Amendment shall be filed, along with the appropriate filing fees, within
ten (10) days from said approval with the office of the Secretary of State of Florida.
6. Amendments of a Material Nature. Amendments of a material nature must be approved by members who represent at least two-thirds (2/3rds) of the total allocated votes •in the
Association and by mortgage holders who represent at least fifty-one percent (51%) of the votes member's units subject to mortgages held by a mortgage holder. Any amendments to the following shall be considered material:
(a) Voting rights.
(b) Assessments.
(c) Reserves.
(d) Responsibility for maintenance and repairs.
(e) Reallocation of interests or rights to use th( Recreation Property.
(f) Addition, annexation, or withdrawal of property to or from the Recreation Property.
(g) Insurance or fidelity bonds.
(h) Restoration or repair of the Recreation Property.
(i) Any provisions that expressly benefit mortgage holders, insurers or guarantors.
ARTICLE XII
SUBSCRIBERS
The names and street addresses of the Subscribers to these Articles of Incorporation are the same as listed in ARTICLE VIII hereof.
ARTICLE XIII
OFFICERS
The Board of Directors shall elect the President, Secretary, Treasurer, and as many
Vice-Presidents, Assistant Secretaries and Assistant Treasurers as the Board of Directors
shall from time to time determine.
The names and addresses of the Officers who shall serve until their successors are
designated by the Board of Directors are as follows:
President: RALPH HINTZ 1800 South Australian Avenue West Palm Beach, Florida 33409
Vice-President: RALPH BRINK 1800 South Australian Avenue West Palm Beach, Florida 33409
Secretary-Treasurer: RANDY CALLIS 1800 South Australian Avenue West Palm Beach, Florida 33409
ARTICLE XIV
BY-LAWS
Until such time as Class B membership ceases, the By-Laws of the Association may be adopted, amended or altered by a majority vote of the Directors. Thereafter, the By-Laws of the Association may be amended, altered or rescinded at a regular or special meeting of the members by a vote of a majority of a quorum of members present in person or by proxy.
ARTICLE XV
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Association shall and does hereby agree t,o indemnify, defend and hold harmless every Director and every Officer, their heirs, personal representatives, executors and
administrators, against all loss, cost and expenses reasonably incurred in connection with
any action, suit or proceeding to which he may be made a party by reason of his being or
having been a Director or Officer of the Association, including reasonable counsel fees,
except as to matters wherein he shall be finally adjudged in such action, suit or proceeding to be liable for or guilty of gross negligence or willful misconduct. The foregoing rights shall be in addition to, and not exclusive of, all other indemnification rights to which such Director or Officer may be entitled, by law or otherwise.
ARTICLE XVI
FIDELITY BONDS
The Association shall maintain blanket fidelity bonds for all officers, directors, trustees
and employees of the Association and all other persons handling or responsible for funds of or administered by the Association. In the event the Association delegates some or all of the responsibility for the handling of funds to a management agent, such bonds are required for its officers, employees and agents, handling or responsible for funds of, or
administered on behalf of the Association. The amount of the fidelity bonds shall be based upon the best business judgment of the Board of Directors of the Association and shall not be less than the estimated maximum amount of funds, including reserve funds, in custody of the Association or the management agent, as the case may be, at any given time during the term of each bond. However, in no event may the aggregate amount of such bonds be less than an amount equal to three (3) months' aggregate assessments on all Units, plus reserve funds.
The fidelity bonds required herein must meet the following requirements:
(i) Fidelity bonds shall name the Association as an obligee.
(ii) The premiums on all bonds required herein for the Association (except for premiums on fidelity bonds maintained by a management agent, or its officers, employees and agents), shall be paid by the Association.
(iii) The bonds shall provide that they may not be cancelled or substantially modified
(including cancellation for non-payment of premium) without at least ten (10) days' prior
notice to the Association and to each named mortgagee in the Association's hazard insurance policy at that time.
ARTICLE XVII
TRANSACTIONS IN WHICH DIRECTORS OR OFFICERS ARE INTERESTED
No contract or transaction between the Association and one (1) or more of its Directors or
Officers, or between the Association and any other corporation, partnership association, or other organization in which one (1) or more of. its officers or directorsare Officers or Directors of this Association shall be invalid, void or voidable solely for this reason, or solely because the Officer or Director is present at, or participates in,
meetings of the Board or Committee thereof which authorized the contract or transaction, or solely because said Officers' or Directors' votes are counted for such purpose. No Director or Officer of the Association shall incur liability by reason of the fact that said Director or Officer may be interested in any such contract or transaction.
Interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a Committee which authorized the contract or transaction.
IN WITNESS WHEREOF, for the purpose of forming this corporation under the Laws of the State of Florida, we, the undersigned, constituting the incorporators of this Association, have executed these Articles of Incorporation this day o 1988.
RALPH HINTZ - Incorporator
RALPH BRINK - Incorporator
RANDY CALLIS - Incorporator
A
STATE OF FLORIDA )
) SS:
COUNTY OF PALM BEACH )
I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State
aforesaid and in the County aforesaid to take acknowledgments, personally appeared and well known to me to be the persons described in and who executed the foregoing instrument and they acknowledged before me that they executed the same.
WITNESS my hand and official seal in the County and State last aforesaid this day of ,
1988.
Notary Public
State of Florida at Large
(NOTARIAL SEAL) My Commission Expires:
I HEREBY ACCEPT MY DESIGNATION AS REGISTERED AGENT.