Art Of Inc

Articles of Incorporation Gulf Shores Association Inc.

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ARTICLES Of INCORPORATION OF

GULF SHORES ASSOCIATION, INC. The undersigned by these Articles of IflOorporation associate thamselves for the purpose of forming a not for profit under Chapter 617, Florida Statute5 1967,corporation and certify as folluws: ARTICLE

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NAmE

The name or the corporation shall be GULF SHORES ASSOCIATION, INC., hereinafter referred to as the and the Principal office shall be 18650 Gulf Boulevard, Indian Shores, Florida.

ARTICLE 2

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PURPOSE

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Follows:

The purpose for which the Association is organized is as

1. A condominium known as the CULF SHORES, a condominium, is being constructed upon the following lands in Pinellas County, Florida; said lands being described fully in the Declaration Condominium as recorded in the Publicmore Records of Pinallas County, of

Florida.

2. The documents creating the condominium provide for the ownership, operation, management, maintinanca and use of 101 to be constructed within the property, together apartments X with certain other This Association is organized for the purpose or pro-. viding a convenient means of administering the condominium by the owners thereof. -

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3. its

The Association shall make no distribution rm C)

members,

Directors or Officers.

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ARTICLE 3

— POWERS

The powers of the Association shall include jy the Following provisions:

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1. The Association shall have all of the common..lajj, and tatutory powers of a corporation not rot profit not in conflict with the terms of these Articles.

The Association shall Incorporation and the Declaration

have all of tho powers and dutie3 58t forth in The Condominium Act except as limited bythasa Articles or 2.

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of Condominium, all of the pgwers and duties reasonably necessary to operate the and Condominium pursuant to the Declaration of Condominium as it from time to time, including but not limited to thumay be following: A. To make and collect assessments against Riembers aa Owners to defray the cost, expenses and losses of the Condominium.

or

its

0. To use the proceeds of assessments in the exercise powers and duties.

C.

Pçoperty.

To maintain, repair and replace the Condominium

D. To purchase insurance upon the Condominium Property insurance for the protection of Association and its members. C. To reconstruct improvements after casualty in accordance with the Declaration or Condominium.

F. To appgove or disapprove the transfer, mortgage and ownership of Apartment interests as may be provided in the DeclaraThe approval as required by the tion of Condominium and the By—Laws. Declaration of Condominium may be delegated by the Association to an agent if the delegation of said authority is a part of the comprehensive development plan, and if Association deems to be in the beat interests to make said delegation. To enforce by legal means,- the provisions of The C. Condominium Act, the Declaration-of Condominium, these Articles, the By—Laws of the Association and the Regulations for the use of the

property in the condominium. To enter into a management contract for the management H. of the Condominium Property, and said contract may be for a reasonable

period of time.

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3. The Association shall have the power to purchase Apartment interest as sot forth in the Declaration of Condominium and (any Apartment interest so purchased shall be held in the name of the Assoqia— tion and shall be held in trust for the -members in accordance with their ownership in the Condominium Property, as set forth in the Declaration of Condominium. 4. The power of Association shall be subject to and shall be exercised in accordance with the provisions of the Declaration of Concio— minium and the By—Laws. -

ARTICLE 4 — IdEMBERS

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1. The members of Association shall consist of all of the record Owners of Apartment interests in the Condominium. After receiving approval as required by the Declaration of 2. Condominium, a change of membership in the Association shall be estab-. lished by recording in the Public Records of Pinellas County, Florida, a deed or other instrument establishing record title to an Apartment interest in the The Owner designated by such instrument thus becomes a member .prcnA.x of the Association and the membership of the prior Owner is terminated. The share of a Member in the funds and assets of the 3, Association cannot be assigned, hypothecated or transferred in any manner except as an appurtenance to his Apartment interest. The Owner of each Apartment shall be entitled to one (1) 4. The exact number of votes to be vote as a Member of the Association. cast by Owners of an Apartment interest and the manner of exercising voting rights shall be determined by the By—Laws of the Association. ARTICLE 5

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DIRECTORS

1. The affairs of the Association will be managed by a Board of Directors consisting of the number of directors determined by the By—Laws, but not less than three directors, nor more than five directors, and in the absence of such determination shall consist of three

directors.

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The names and addresses of the members of the first floard

2.

Directors, the subscribers, and officers of the Association who shall hold office until their successors are elected and have qualified, or of

until

removed, are as follows: -

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Gerald P. ificCuiro, President—Treasurer

Gulf Boulevard Indian Rocks Beach, 404

I

Florida

33535

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Frank .3. WcGuire, Vice President 1827 Seneca Street Buffalo, New York 14210 Donald ificCuire, Secretary 404 Gull'

Boulevard

Indian hocks Beach, Florida ARTICLE 6

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33535

OFFICERS

The affairs of the Association shall be administered by the officers designated in the By—Laws. The officers shall be elected by the'Uoard of Directors at its first meeting folloeing the firstannual meeting of the members of the Association and shall serve at the pleasure of the Board of Directors. The names and addresses of the officers

who shall serve until, their successors are designated as named above. ARTICLE 7 — INDEIYINIFICATION

Every director and every, officer of the Associatipn 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 any settlement of any proceeding to which he may be a party or in which he may become involved by reason or his being orhaving been a director or officer of the Association, whether or not he is a director or officer at the time such expenses are incurred, except when the 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 shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best intereste of the Association.

The foresoing right of' indemnification shall be in addition to and not exclusive

entitled.

of all other rights to which such director or officer may be ARTICLE B —. BY—LAWS

The first By—Laws of the Association shall be adopted by the Board of Directors and may be altered or rescinded in the manner provided in the By—Laws. ARTICLE 9 — AMENDmENTS

Amendments to the Articles of Incorporation shall be proposed and adopted in the following manner; Notice of thB subject matter of a proposed amendment 1. shall be included in the notice of any meeting at which a proposed amendment is considered. A resolution for the adoption of a proposed amendment 2. may be proposed either by the Board of Directors or by the members of Association. Directors and members not present in person or by proxy at the meeting considering the amendment may express their approval in writing,providing such approval is delivered to the secretary at or prior to the meeting. Such approval must be by not less than three members of the Board of Directors or by not less-than 75% of the votes of the entire membership of the Association. No amendment shall be made that is in conflict with The 3. Condominium Act or the Declaration of Condominium. A copy of each amendment shall be certified by the 4. Secretary of State and recorded in the Public Records of Pinolias County, Florida. ARTICLE 10 — CONTRACTUAL POWERS

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In the absence of fraudj no contract or otheg transaction cetwean 4ssociation and any otnar person, firm, corporation or partnErship snail be affected or invalidated by the fact that any director or officer is pecuniarily or otherwise interested therein. Any director may be counted in deteraininq the existence or a quorum at any neecing of the Board of Directors or Association for the purposr, ,yr

authorizing suco contract or transectiun with like force arm offoc' if he wore not so interested or sore not a director, or officer of such firm, association, corporation or partnership. ARTICLE 11 — The

tern, of

TERIfi

the Association shall be perpetual.

ARTICLE 12 — SUBSCRIBERS

The names and addresses of the subscribers of these Articles of Incorporation are shown above. IN WITNESS WhEREOF, the subscribers have affixed their signatures hereto this 4th day of December 1973, ,

sealed and delivered in the presence of: Signed,

Gerald P. RicCuire

Frank 3. B

ire

Donald McCuire

STATE OF FLORIDA COUNTY OF PINELLAS

Before me, the undersigned authority, this day personally appeared GERALD P. McCUIRE and DONALD McGUIRE, who, after being duly sworn, acknowledged that they executed the foregoing Articles or Incorporation ror the purposes expressed therein.

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WITNESS my hand and or last aforesaid this 4th day of

Notary

seal in the State and Cpunty

1973.

PubAic/ F.

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STATE OF NEW YORK nfl

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commission Expires: PUBLIC SiAlt 1* FLORIDA atARla 14, 1925,

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Before me, the undersigned authority, this day personally appeared FRANK..). McCUIRE, who, after being duly sworn, acknowledged that he executed the foregoing Articles of' Incorporation for the

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last aPorasaid

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and orricia]. seal in the Stateand County ,

1973.

My CDmffliSsjnn

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CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM SERVICE MAY SE SERVED

OF

In pursuance of Chapter48.091, Florida Statutes, the following is submitted, in compliance with said Act: First——That. GULF SHORES ASSOCIATION,

INC. desiring to

organize under the laws or the State or Florida, with its principal office at 18650 Gulf Boulevard, Florida,

Indian Rocks Beach, South Shore,

33535, has named Donald FL Hall, located at First FeØural

Building, 14 South Fort Harrison Avenue, Cluarwater, Pinellas County, Florida, 33516, as its agent to accept service of process within this state.

ACKNOWLEOCMENTZ

Having been named to accept service of process for the above stated corporation, at place designated in this certificate, I hereby accept to act in this capacity, and agree to comply with the provisions of said Act relative to keeping open said office

Resident Agent

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is. g.4134 ?4CE1206 CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS WITHIN THIS STATE, NAMING AGENT UPON WI-IBM SERVICE MAY BE SERVED

In pursuance or Chapter 48.091, Florida Statutes, the in

First——That•

compliance with said Act:

GULF SHORES ASSOCIATION, INC. desiring to

organize under the laws or the State or Florida, with its principal office at 18650 Gulf Boulevard,

Indian Racks Beach, South Shore,

33535, has named Donald IL Hall, located at First Federal Building, 14 South Fort Harrison Avenue, Clearwater, Pinellas County, Florida,

Florida, 33516, as its agent to accept service state,

of

process within thiè

ACKNOWLEDGMENT:

Having bean named to accept service of process for the

above stated corporation, at place designated in this certificate, I hereby accept to act in this capacity, and agree to comply with the provisions of said Act relative to keeping opan.said office.

Hall Resident Agent Donald R

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