The name of the corporation, which is hereinafter referred to as the "Association", is SEMINOLE WOODS COMMUNITY ASSOCIATION, INC.
The principal office of the Association is c/o Randolph, Swain, Tallent & Whitehead LLP, 900 Winderley Place, Suite 105, Maitland, Florida 32751. The address of the registered office is c/o Randolph, Swain, Tallent & Whitehead LLP, 900 Winderley Place, Suite 105, Maitland, Florida, and the name of the registered agent for service of process at that address from time to time without amending these Articles.
The Association does not contemplate pecuniary gain or profit to its Members. The Association shall have and may exercise any and all rights and privileges and powers set forth in Chapter 617, Florida Statutes, the Declaration, the Bylaws, and these Articles, as any or all may be amended from time to time. Without limiting the generality of the foregoing, the Association shall have the following purposes and powers:
B. To acquire, maintain, hold title to, and keep in good repair certain lands and improvements such as a designated park area, roadways throughout the community, certain equestrian ways, and central water system facilities (until such time as Seminole County may take over the control of the central water system), along with necessary easements therewith, and all other improvements, if any, that this Association from time to time deems beneficial to the community, all in order to promote the use and enjoyment of and by members of the Association on, in, about, and around the area of said Seminole Woods.
C. To preserve and enhance the natural beauty and value of the community areas of Seminole woods.
D. To require that deed restrictions and zoning ordinances in and to Seminole Woods are duly observed and enforced and, in connection therewith, to maintain an Architectural Review Committee to review plans relating to construction, building, and planting on any lands within Seminole Woods.
E. To create, maintain and dissolve such other committees as the Board of Directors may deem necessary or appropriate to assist the Board in accomplishing the purpose set forth herein.
F. To acquire, hold, mortgage, lease, sell, transfer or convey property, both real and personal, to any extent deemed advisable for maintaining and advancing the general welfare and the cultural, social, civic and non-divided objectives of the Association.
G. To enter into, make, perform or carry out contracts of every kind with any person, firm, corporation or association to do any acts necessary or expedient for pursuing any and all of the objectives and purposes set forth herein.
H. To fix, levy, collect and enforce payment by any lawful means all charges or assessments imposed pursuant to the terms of the Declaration, and to promulgate fair and just procedures to accomplish same.
I. To designate certain sub-associations whose members shall be those members of the Association who own certain Seminole Woods homesites bordering on lakes or conservation areas as provided for in the Declaration.
J. Subject to the powers and restrictions of applicable law, the Declaration, the Bylaws, and these Restated Articles, to do all such acts as are necessary or convenient to the attainment of the objectives and purposes set forth herein to the extent and as fully as any natural person might or could do.
Every person or entity who is an owner of record of a fee or undivided fee interest in any Seminole Woods homesite which is subject to the Declaration shall be a member. Any person or entity who holds any interest in a Seminole Woods homesite merely as security for the performance of an obligation shall not be a member. Membership shall be appurtenant to and may not be separated from ownership of a Seminole Woods homesite.
Each member shall be entitled to one (1) vote in the affairs of the Association for each homesite owned by said member. In the event a homesite is owned by more than one person or entity, the membership relating thereto shall nevertheless have only one (1) vote which shall be exercised by the owner or person designated by the owners as the one entitled to vote.
The Association shall be governed by a Board of Directors consisting of five (5) or seven (7) persons who must be members. The number of directors may be changed from time to time as provided in the Bylaws. Directors shall be elected in the manner and for the terms set forth in the Bylaws.
The Association shall have such officers as are set forth in the Bylaws. Officers must be members of the Association.
In addition to any rights and duties under applicable law, the Association shall indemnify and hold harmless all its directors, officers, employees and agents, and former directors, officers, employees and agents, from and against all liabilities and obligations, including attorneys fees, incurred in connection with any actions taken or failed to be taken by said directors, officers, employees and agents in their capacity as such except for willful misconduct or gross negligence.
The initial Bylaws of the Association are those annexed to the original Declaration. Such Bylaws may be altered, amended, or repealed in the manner provided for in said Bylaws and in conformity with the provisions of Chapter 617, Florida Statutes, as may be amended from time to time.
Although the Association is a corporation, the Association shall never have or issue shares of stock and/or certificates of membership nor will it ever provide for non-member voting.
The term for which the Association is to exist is perpetual unless dissolved in accordance with Article XI hereof.
These Restated Articles of Incorporation may be altered or amended at any annual or special meeting of the members provided that: (1) notice of the meeting is given in the manner provided for in the Bylaws and the notice contained a full statement of the proposed alteration or amendment; and (2) the proposed alteration or amendment is approved by resolution of the Board of Directors and by the affirmative vote of a majority of the members entitled to vote and voting in person or by proxy at said meeting.
The Corporation may be dissolved only with the assent given in writing and signed by seventy-five percent (75%) of the Members entitled to vote. Written notices of a proposal to dissolve, setting forth the reasons therefore and the disposition to be made of the assets, shall be mailed to every Member at least ninety (90) days in advance of any proposed dissolution.
Upon dissolution of the Corporation, the assets of the Corporation, both real and personal, shall be dedicated to an appropriate agency or utility 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 nonprofit corporation, association, trust or other organization to be devoted to such similar purpose.
The names and residences of the current Directors of the Corporation and the subscribers to these Restated Articles are: