25 Sep 1985
ARTICLES OF INCORPORATION
FRANKLIN FARMS HOMEOWNERS ASSOCIATION, INC.
In compliance with the requirements of Chapter 617, Florida Statutes, the undersigned have this day voluntarily associated themselves together for the purpose of forming a corporation not for-profit and do hereby certify:
The name of the corporation is FRANKLIN FARMS HOMEOWNERS ASSOCIATION, INC., hereafter called the “Association”.
The initial registered office and initial principal office of the Association is located at 14100 Palmetto Frontage Road, Miami Lakes, Florida 33016.
Frank Haunschild, whose address is 14100 Palmetto Frontage Road, Miami Lakes, Florida 330126, is hereby appointed the initial registered agent of this Association.
PURPOSE AND POWERS 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 the maintenance, repair and replace of the Improvements and architectural control of the Lots within that certain tract of property (“Property”) described as:
All of Turtle Bay Section I, according to the plat thereof, recorded in the Plat Book 110, Page 37, Public Records of Broward County, Florida.
And to promote the health, safety and welfare of the residents within the property, and any additions thereto as may hereafter be brought within the jurisdiction of the Association, and for this purpose to:
(a) exercise all of the powers and privileges and to perform all of the duties and obligations of the Association as set forth in the Declaration applicable to and recorded, or to be recorded , among the Public Records of Broward County, Florida, and as the same may be amended from time to time as therein provided, the Declaration 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 the Declaration; to pay all expenses in connection therewith and all office and other expenses incident to the conduct of business of the Association, including all licenses, taxes or governmental charges levied or imposed against the Improvements or property of the Association, if any;
(c) acquire (by gift, purchase or otherwise), own, hold improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use 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 (2/3) of each class of members of the Association, mortgage, pledge, or hypothecate any and all of its real property as security for money borrowed or debts incurred;
(e) dedicate, sell or transfer all or any part of the Improvements to any public agency, authority, or utility for such purposes and subject to such conditions as may be agreed to by the members of the Association.. No such dedication or transfer shall be effective unless an instrument has been signed by two-thirds (2/3) of each class of members, agreeing to such dedication, sale or transfer;
(f) participate in mergers and consolidations with other nonprofit corporation organized for the same purposes or annex additional residential property and or common areas, provided that any such merger, consolidation or annexation shall have the assent of two-thirds (2/3) of each class of members; and
(g) have and exercise any and all powers, rights and privileges which a corporation organized under Chapter 617, Florida Statutes, by law may now or hereafter have or exercise.
The term Improvements includes the walls, trees, shrubs, sprinkler systems, pump, well and green belt described in the Second Amendment and Restatement – Declaration of Covenants, Conditions, Restrictions and Easements dated as of September 27, 1985 and applicable to the Property (“Declaration”).
Every person or entity who is a record owner of a fee or undivided fee interest in any Lot which is subject to the Declaration, including contract sellers, shall be a member of the Association. The foregoing is not intended to include persons 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 from ownership of any Lot which is subject to assessment by the Association.
The Association shall have two classes of voting membership:
Class A. Class A members shall be all Owners, with the exception of the Declarant, (as defined in the Declaration), and shall be entitled to one vote for each Lot owned. When more than one person holds an interest in any Lot, all such persona shall be members. The vote for such Lot shall be exercised as they determine, but in no event shall more that one vote be cast with respect to any Lot.
Class B. The Class B member(s) shall be the Declarant (as defined in the Declaration), and shall be entitled to three (3) votes for each Lot owned. The Class B membership shall cease and be converted to Class A membership on the happening of either of the following events, whichever occurs earlier:
(a) When the total votes outstanding in the Class A membership equal the total votes outstanding in the Class B membership; or
(b) On December 31, 1989
BOARD OF DIRECTORS
The affairs of this Association shall be managed by a Board of three (3) Directors, who need not be members of the Association,. The number of Directors may be changed by amendment of the By-Laws of the Association. The names and address of the persons who are to act in the capacity of Directors until the selection of their successors are:
Frank Haunschild 14100 Palmetto Frontage Road
Miami Lakes, FL 33016
Douglass C. Campbell 14100 Palmetto Frontage Road
Miami Lakes, FL 33016
Frank A. Ksiasek 14100 Palmetto Frontage Road
Miami Lakes, FL 33016
The Association shall be administered by the officers designated in the Bylaws. The officers shall be elected by the Board at its first meeting following the annual meeting of the Members and shall serve at the pleasure of the Board. The names and address of the officers who shall serve until their successors are designated by the Board are as follows:
Frank Haunschild President
Douglass C. Campbell Vice President
Frank A. Ksiasek Secretary-Treasurer
At the first annual meeting, the members of the association shall elect one Director for a term of one year, one Director for a term of two years and one Director for a term of three years; and at each annual meeting thereafter, the members shall elect one Director for a term of three years.
The Association may be dissolved with the assent in writing and signed by not less than two-thirds (2/3) of each class of member of the Association. Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this 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.
The corporation shall exist perpetually.
Amendment of the Articles shall require the assent of seventy-five percent (75%) of the entire membership of the Association.
As long as there is a Class B membership, the following actions will require the prior approval of the Federal Housing Administration or the Veterans Administration: annexation of additional properties, mergers, and consolidations, mortgaging or dedication of common areas (if any), dissolution and amendment of these Articles.
Every Director and officer of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred by, or imposed upon him in connection with any proceeding, or settlement of any proceeding, to which he may be a party or in which he may become involved by reason of his being or having been a Director or officer, but the provision of this Article shall not apply if a Director or officer is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties; provided, that in the event of a settlement, the indemnification provided herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the Association. The foregoing right of indemnification shall be in addition to and not exclusive of, all other rights to which such Director or officer may be entitled.
The name and address of the incorporator of this Corporation is:
Barry N. Semet
Goldberg, Semet. Lickstein & Morgenstern, P.A.
201 Alhambra Circle, 8th Floor
Coral Gables, FL 33134
IN WITNESS WHEREOF, for the purpose of forming this corporation under the laws of the State of Florida, the undersigned incorporator of this Association has executed these Articles of Incorporation this 27th day of September 1985.
Barry N. Semet