ARTICLES OF INCORPORATION OF BERKELEY MANOR
OWNERS ASSOCIATION, INC.
(A Corporation not for profit)
We, the undersigned with other persons desirous of forming a corporation for charitable, philanthropic, and other lawful purposes, and not for pecuniary profit, under the provisions of Chapter 617, Florida Statutes, do agree to the following:
The name of the Corporation is BERKELEY MANOR OWNERS ASSOCIATION INC.
The general nature, objectives, and purposes of this Corporation shall be to bind together for the good of the community known as Berkeley Manor, and shall have all the powers enumerated in Chapter 617, Florida Statutes.
All persons in Berkeley Manor and being an owner thereof shall be admitted to such membership by the recording of the conveyance of such party of the fee simple title to a portion of said property in the Public Records of Hernando County, Florida. The conveyance by any such party of the fee simple title of a portion of said property, in the aforementioned Berkeley Manor shall automatically divest such part of membership in this Corporation.
The term for which this Corporation is to exist is perpetual.
The names and address of the Subscribers to these Articles are as follows:
The officer by whom the affairs of the Corporation are to be managed shall be a President, a Vice President, a Secretary, and a Treasurer and in addition, such other officers as may be provided from time to time by the By-Laws of the Corporation. The officers shall be elected by the Board of Directors at their annual meeting or in such other manner as may be from time to time provided by the By-Laws.
The names of the officers who are to serve until the first election are as follow:
The corporation shall have not less than three (3) nor more than seven (7) Directors and initially shall have five (5) Directors. The number of Directors may be increased or decreased from time to time as provided by the By-Laws, but shall never be less than three (3).
Each member of the Board of Directors shall be a member of the Corporation.
The members of the Boards of Directors shall be elected by the members of the Corporation at their annual meeting, which meeting shall be held in accordance with the By-Laws.
The names and addresses of the persons who are to serve as Directors until the first election and until their successors are duly elected and qualify are as follows:
The Board of Directors shall provide such By-Laws for the conduct of its business and the carrying out of the corporate purposes and objectives as the Board may deem necessary from time to time.
The By-Laws may be made, altered or rescinded by the Board of Directors by a majority vote of the total members of the
Board of Directors as said Board is constituted time to time, for any meeting of the Board of Directors called or held for the purpose of considering a change in the By-Laws of the Corporation notice shall be given of such meeting in the manner required by the By-Laws and a copy of all proposed amendments to the By-Laws shall be included in such notice.
These Articles of Incorporation may be amended by the affirmative vote of two-thirds of the members present at any regular or special meeting of the membership upon due notice having been given and a quorum having been present, the notice of any meeting called or held for the purpose of considering an amendment to these Articles of Incorporation shall include a copy of all proposed amendments to these Articles
Any such amendments of these Articles of Incorporation shall become effective only when said amendments have been certified by the Secretary of the Corporation and filed with Secretary of State of the State of Florida and approved and all filing fees paid.
The principal place of business of this Corporation shall be located at:
For the regulation of the business and for the conduct of the affairs of the Corporation, and to create, divide, limit and regulate the powers of the Corporation, Directors and members, provision is hereby made as follows:
(a) Meetings of the Board of Directors and the members for all purposes may be held at the Senior Citizens Club of
Hernando County Inc., Cavehill Road, Spring Hill, Fl., 34606.
(b) All corporate powers, including the sale, mortgage, hypothecation and pledge of the whole or any part of the corporate property shall be exercised by the Board of Directors except as otherwise expressly provided by law.
(c) Any one or more of all the Directors may be removed with just cause at any time by the vote of the majority of the members present at any special meeting called for such purpose, and thereupon the term of each Director or Directors who shall have been so removed shall forthwith terminate and there shall be a vacancy or vacancies in the Board of Directors to be filled as provided in the By-Laws.
(d) Any officer of the Corporation may be removed, with just cause, at any time by vote of the majority of the Board Members.
(e) No contract or other transaction between the Corporation and any other corporation shall be affected or invalidated by the fact that any one or more of the Directors of this Corporation is or are interested in, or is a director or officer or are directors or officers of other corporation, nor shall any such contract or any transaction be affected by the fact that the Directors or officers of the Corporation are personally interested therein. Any Director or Directors, officer or officers, individually or jointly, may be a party or parties to or may be interested in any contract of transaction of or with the Corporation or in which this Corporation is interested. No contract, act, or transaction of the Corporation with any person, firm, association or corporation shall be affected or invalidated by the fact that any Director or Directors, or officer of officers of the Corporation is/are a party or are parties to, or interested in. such contract, act or transaction or in any way connected with such persona, firm, associate or corporation: each and every person who may become a Director of office of this Corporation is hereby relieved as far as is legally permissible from any disability which might otherwise prevent him from contracting with the Corporation for the benefit of himself or of any person, firm, association or corporation in which he may anywise be interested.
The Corporation shall indemnify any and all persons who may serve or who may have served at any time as Directors or officers, or who at the request of the Board of Directors of the Corporation may serve or at any time have served as Directors or officers of another Corporation in which the Corporation at such time owned or may own shares of stock, or in which it was or may be a creditor, and the respective heirs, persona; representatives, successor and assigns, from and against any and all expenses, including amounts paid upon judgements, attorneys’ fees, and amounts paid in settlement, before or after suit is commenced, actually and necessarily incurred by such persons in connection with the defense or settlement of any claim, action, suit or proceeding in which they, or any of them, are made parties, or which may be asserted against them by reason of their being or having been Directors or not of officers of the Corporation or of such other corporation, except in relation to actions as to which any such director or not of officer or former director of officer or person shall be adjudged in any action, suit or proceeding to be liable on account of his own negligence or misconduct in the performance of his duties; such indemnification shall be in addition to any other rights to which such person may be entitled under any law, by-law, agreement, vote of the members, or otherwise.
IN WITNESS WHEREOF, the above named Subscribers have hereunto subscribed their names this