OF THE INLETS COMMON FACILITIES CORPORATION. INC. (A Corporation Not for Profit)
ARTICLE I The name of this CORPORATION shall be: THE INLETS COMMON FACILITIES CORPORATION, INC. ARTICLE II PURPOSES
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The general nature, objects and purposes of The Corporation are:
To manage, operate, maintain and control the usage of all land and water areas and improvements intended for the common usage and benefit of all owners of-land in "The Inlets", including without limitation, the private roads, sidewalks, pedestrian, bicycle and other pathways, lakes, ponds, waterways, easements and other similar areas or interests in real property all of which are herein collectively referred to as "The Common Facilities", and which are further described in that certain document entitled "Declaration of Covenants and Restrictions for The Inlets", which is to-be recorded in the Public Records of Sarasota County, Florida.
To take such action as may be deemed appropriate to promote the health, safety and social welfare of the owners of property within "The Inlets”.
To provide, purchase, acquire, replace, improve, maintain and/or repair all improvements including, without limitation, buildings, structures, streets, sidewalks, street lighting, landscaping, equipment,
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furniture and furnishings, both real and personal, related to the promotion of the health, safety and social welfare of the members of The Corporation as the Board of Directors, in its discretion, may determine necessary or appropriate.
To furnish or otherwise provide for security, fire protection and such other services as the Board of Directors, in its discretion, determines necessary or appropriate, and to provide the capital improvements and equipment related thereto.
To supervise and control the specifications, architecture design, appearance, elevation and location of all buildings, structures and improvements of any type, constructed, placed or permitted to remain in The Inlets", as well as the alteration, improvement, addition or changes thereof, including landscaping surrounding the same.
To operate without profit and for the sole and exclusive benefit of its members.
To maintain the grounds, lawns and landscaping in The Inlets as provided in the "Declaration of Covenants and Restrictions for The Inlets".
To purchase, accept, lease or otherwise acquire title to, and to hold, mortgage, rent, sell or otherwise dispose of any and all real or personal property related to the purposes or activities of the Corporation, to make, enter into, perform and carry out contracts of every kind and nature with any person, firm, corporation or association; and to do any and all other acts necessary or expedient for carrying on any and all of the activities of The Corporation and pursuing any and all of the objects and purposes set forth in these Articles of Incorporation and not forbidden by the laws of the State of Florida.
To establish a budget and to fix assessments to be levied against ail property located in "The Inlets" which is subject to assessment pursuant to the aforementioned Declaration of Covenants and Restrictions for the purpose of The Corporation and to create reasonable reserves for such expenditures, including providing a reasonable contingency fund for the ensuing year and reasonable ‘annual reserves for anticipated major capital repairs, maintenance and improvement, and capital replacements.
To enter into agreements with Condominium associations and other property owners Associations for the collection of such assessments.
To place liens against any property in "The Inlets" for delinquent and unpaid assessments and to bring suit for the foreclosure of such liens or to otherwise enforce the collection of such assessment for the purpose of obtaining revenue for the operation of the Corporation's business.
To hold funds solely and exclusively for the benefit of the members of The Corporation for purposes set forth in these Articles of Incorporation.
To adopt, promulgate and enforce rules, regulations, bylaws, covenants, restrictions and agreements in order to effectuate the purposes for which The Corporation is organized.
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To delegate by its Board of Directors power or powers of The Corporation where such is deemed to be in its best interest.
To charge recipients for services rendered by The Corporation and to charge the user for use of Corporation property where such is deemed appropriate by its Board of Directors.
To pay all taxes and other charges or assessments, if any, levied against property owned, leased or used by the Corporation.
To borrow money for the acquisition of property or for any other lawful purpose of the Corporation, and to make, accept, endorse, execute and issue debentures, promissory notes or other obligations of The Corporation for borrowed monies, and to secure the payment of such obligation by mortgage, pledge, security agreement or other instrument of trust, or by lien upon, assignment of or agreement in regard to, all or any part of the real or personal property, or property rights or privileges of The Corporation wherever situated.
To enforce by any and all lawful means the provisions of these Articles of Incorporation, the Bylaws of The Corporation, and the terms and provisions of the aforesaid Declaration of Covenants and Restrictions, wherever applicable or appropriate, and the terms and provisions of any restrictions and covenants applicable to any portion of "The Inlets".
In general, to have all powers, which are or may be conferred upon a corporation not for profit
by the laws of the State of Florida, except as prohibited herein.
ARTICLE IV MEMBERS The members of this Corporation shall consist of all of the owners of property located in "The Inlets" which is subject to assessment, which property is more particularly described and defined in the aforementioned Declaration of Covenants and Restrictions which are recorded in the Public Records of Sarasota County, Florida. A. Membership in Tire Corporation shall automatically terminate upon conveyance or other divestment of title to such member's unit, except that nothing herein contained shall be construed as terminating the membership of any member who may own two (2) or more units or lots in "The Inlets", so long as one (1) unit is owned by such member. B. The interest of a member in the funds and assets of The Corporation cannot be assigned, hypothecated or transferred in any manner, except as an appurtenance to the unit; which is the basis of his membership in the Corporation.
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ARTICLE V
VOTING AND ASSESSMENTS t\
Subject to the restrictions and limitations hereinafter set forth, only one member of the Inlets Common Facilities Corporation shall be entitled to one (1) vote for each Condominium unit owned by such member in "The Inlets", expressed through the voting representative of that unit.
The Secretary of The Corporation shall maintain a list of the members of The Corporation and the number of votes to which each member is entitled. Whenever any person or entity becomes entitled to membership in the Corporation, it shall become such party's duty and obligation to so inform the Secretary in writing, giving his name, address and legal description of such property: provided, however, that any notice given to or vote accepted from the prior owners of such property before receipt of written notification of change of ownership shall be deemed to be properly given or received. The Secretary may, but shall not be required to, search the Public Records of Sarasota County or make other inquiry to determine the status and correctness of the list of members of The Corporation maintained by him/her and shall be entitled to rely upon the Corporation's records until notified in writing of any change in ownership.
The vote attributable to any unit owned by multiple owners shall not be divided among such owners but shall be cast only by one of such owners or an agent or proxy of such owners designated by a written instrument signed by and legally binding upon all such multiple owners. Multiple owners shall be deemed to include two or more individuals, partnerships, corporations, trusts or other legal entities or any combination thereof.
ARTICLE VI
BOARD OF DIRECTORS
The affairs of The Corporation shall be managed by a Board of Directors consisting of not less fewer than five (5) nor more than nine (9) Directors. Each Director shall be a unit owner or the spouse thereof or a person exercising membership rights if the owner is not a natural person. All Directors shall act without compensation unless otherwise provided by resolution of the membership.
Annual Elections shall be by plurality vote. Directors shall be elected for two (2) year term. Except for vacancies caused by a recall in accordance with the Condominium Act, vacancies in the Board of Directors shall be filled by a majority vote of the remaining Directors, as allowed by law.
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ARTICLE VI! OFFICERS
The officers of the Corporation, to be elected by the Board of Directors, shall be a President, a Vice President, a Secretary, and a Treasurer, and such other officers as the Board shall deem appropriate from time to time. The Officers shall be elected from among the membership of the Board of Directors at the first meeting of the Board of Directors, which shall occur immediately following the Annual Meeting of the Corporation. The affairs of The Corporation shall be administered by such officers under the direction of the Board of Directors. Officers shall be elected for a term of one (I) year in accordance with the procedure set forth in the Bylaws.
The Board of Directors or the President, with the approval of the Board of Directors, may employ personnel to conduct the affairs of The Corporation and any such person or legal entity may be so employed without regard to whether such person or entity is a member of The Corporation, as the case may be.
ARTICLE IX VIII AMENDMENT TO ARTICLES OF INCORPORATION These Articles of Incorporation may be altered, amended or repealed by resolution of the Board of Directors.
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ARTICLE IX BUDGET AND EXPENDITURES The Board of Directors shall annually adopt a budget for the operation of The Corporation, for the ensuing year and for the purpose of levying assessments against all assessable property in "The Inlets", which budget shall be conclusive and binding upon all persons; provided, however, that the Board of Directors may thereafter at any time approve or ratify variations from such budget in respect of expenditures.
ARTICLE X INDEMNIFICATION OF OFFICERS AND DIRECTORS
All officers and directors shall be indemnified by the Corporation against all expenses and liabilities. Including counsel fees (including appellate proceedings) reasonably incurred in connection with any proceeding or settlement thereof in which they may become involved by reason of holding such office. In no event, however, shall any officer or director be indemnified for his own willful misconduct or knowing violation of the provisions of, the Florida Condominium Act. The Corporation may purchase and maintain insurance on behalf of all officers and directors against any liability asserted against them or incurred by them in their capacity as officers and directors or arising out of their status as such.
ARTICLE XI TRANSACTION IN WHICH DIRECTORS OR OFFICERS ARE INTERESTED
A contract or transaction between The Corporation and any of its directors, or between The Corporation and any other corporation, Partnership, association or other organization in which one or more of its directors are directors or officers, or have a financial interest, shall be approved in accordance with Florida law. No director or officer of The Corporation shall incur liability solely by reason of the fact that he is or 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.
ARTICLE XII CORPORATE EXISTENCE The Corporation shall have perpetual existence.
USAGE. Whenever used herein, the singular number shall include the plural and the plural the singular. and the use of any gender shall include all genders.
The foregoing, as the Articles of Incorporation of THE INLETS COMMON FACILITIES CORPORATION. INC., a corporation not for profit under the laws of the State of Florida, was adopted by the Board of Directors on the_______ day of_______ .20
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Prepared by & Return to: Telese B. McKay. Esq. McKay Law Firm, P.A. 1904 Manatee Avenue West, Suite 300 Bradenton, FL 34203
CERTIFICATE OF AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION OF THE INLETS COMMON FACILITIES CORPORATION, INC
THIS CERTIFICATE OF AMENDMENT is executed this 29th day of October 2014, by THE INLETS COMMON FACILITIES CORPORATION, INC., a Florida not-for-profit corporation (hereinafter “Association”).
RECITALS
WHEREAS, the Association has been established for the operation of The Inlets Common Facilities, in accordance with the Declaration of Covenants and Restrictions for The Inlets that was recorded in Official Records Book 1586, Page 1998 of the Public Records of Sarasota County, Florida, as amended from time to time; and, WHEREAS, the original Articles of Incorporation of The Inlets Common Facilities Corporation, Inc. (“Articles”) were filed with the State of Florida on May 11, 1983; and, WHEREAS, Restated Articles were recorded in Official Records Book 2950, Page 827 of the Public Records of Sarasota County, Florida, on March 21,1997; and, WHEREAS, a new version of the Articles was properly approved by the Members of the Board of Directors at a Board of Directors Meeting held on September 18,2014, at which a quorum was present and which Board of Directors Meeting was duly noticed in accordance with Florida Statutes and die Bylaws of The Inlets Common Facilities Corporation, Inc.; and, NOW THEREFORE, the Association does hereby state as follows:
The foregoing recitals are true and correct and are incorporated herein by reference.
The Articles, as described above in the Official Records Book and Page, are hereby replaced by a new version of the Articles attached hereto.
All current and future Members of the Association are hereby bound by the new Articles attached
hereto.
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IN WITNESS WHEREOF, the undersigned have set their hands and seals this 29th day of October 2014.