Articles of Incorporation
RESTATED AND AMENDED
ARTICLES OF INCORPORATION
OF
BROOK HOLLOW COMMUNITY ASSOCIATION, INC.
In compliance with the requirements of Florida Statutes, Chapter 617, the undersigned, all of whom are residents of the State of Florida and all of whom are of full age, have this day voluntarily associated themselves together for the purposes of forming a corporation not for profit and hereby certify:
ARTICLE I
NAME OF CORPORATION
The name of the corporation is BROOK HOLLOW COMMUNITY ASSOCIATION, INC., (hereinafter called “Association”).
ARTICLE II
PRINCIPAL OFFICE OF THE ASSOCIATION
The principal office of the Association is located at P.O. Box 369, Melbourne, FL 32902-0369.
ARTICLE III
REGISTERED OFFICE AND REGISTERED AGENT
The street address of the registered office of the Association is 1800 West Hibiscus Boulevard, Suite 138, Melbourne, FL 32901 and the name of the registered agent is Philip F. Nohrr.
ARTICLE IV
PURPOSE AND POWERS OF THE ASSOCIATION
The 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, preservation and architectural control of the residential Lots and Common Area within that certain tract of property described in Exhibit “A” attached hereto, and to promote the health, safety, and welfare of the residents within the above described property and any additions thereto as may hereafter be brought within the jurisdiction of this Association 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 that certain Declaration of Covenants and Restrictions (hereinafter called the “Declaration”), applicable to the property and recorded or to be recorded in the Public Records of Brevard County, Florida, and as the same may be amended from time to time as therein provided, said Declaration being incorporated herein as if set forth at length;
(b) Fix, levy, collect and enforce payment by any lawful means, all charges of 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 the business of the Association, including all licenses, taxes or governmental charges levied or imposed against the property of the Association;
(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 a majority of the total votes cast by all members at a meeting thereof, mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred;
(e) Dedicate, sell or transfer all or any part of the Common Area to any public agency, authority, or utility for such purposes and subject to such conditions as may be agreed to by the members. No such dedication or transfer shall be effective unless an instrument has been signed by members holding a majority of the total votes of members, agreeing to such dedication, sale or transfer;
(f) Participate in mergers and consolidations with other nonprofit corporations organized for the same purposes or annex additional residential property and Common Area, provided that any such merger, consolidation, or annexation shall have the assent of a majority of the total votes cast by all members at a meeting thereof, unless provided otherwise in the Declaration.
(g) Have and to exercise any and all powers, rights, and privileges which a corporation organized under the Non-Profit Corporation Law of the State of Florida by law may now or hereafter have or exercise.
ARTICLE V
MEMBERSHIP
Every person or entity who is a record owner of a fee or undivided fee interest in any Lot which is subject by covenants of record to assessment by the Association, 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 purpose of an obligation. No tenant of a record owner shall be a member of the Association. Membership shall be appurtenant to and may not be separated from ownership of any Lot which is subject to assessment by the Association.
ARTICLE VI
MEETINGS OF MEMBERS: QUORUM REQUIREMENTS
The presence at any meeting of members entitled to cast, or of proxies entitled to cast, one-third (1/3) of the total cumulative votes of the Membership shall constitute a quorum for any action except as otherwise provided in these Articles of Incorporation, the Declaration, or the Bylaws.
ARTICLE VII
VOTING RIGHTS
Members shall be all Owners and shall be entitled to one (1) vote for each Lot owned. When more than one person owns an interest in any Lot, all such persons shall be members. The vote for such Lot shall be exercised as they determine, but in no event shall more than one (1) vote be cast with respect to any Lot.
ARTICLE VIII
BOARD OF DIRECTORS
The affairs of this Association shall be managed by a Board of seven (7) Directors, four (4) of who shall be officers as adopted in the Bylaws and who shall all be members of the Association. The number of Directors may be changed by amendment of the Bylaws of the Association, but shall not be less than the minimum required by law. The names and addresses of the persons who are to act in the capacity of Directors are:
Name Address
1.
2.
3.
4.
5.
6.
7.
At each annual meeting the members shall elect seven (7) Directors for a term of one (1) year, and thereafter until their successors are elected.
ARTICLES IX
OFFICERS
The affairs of the Association shall be managed by a President, Vice President, Secretary and Treasurer and such other officers as permitted in the Bylaws. The names and addresses of those persons who shall act as officers of the corporation are:
Name Address
1.
2.
3.
4.
The officers shall be elected by the Board of Directors and shall hold office for a one (1) year period from the date of their election, and thereafter until their successors are elected.
ARTICLE X
DISSOLUTION
The Association may be dissolved with the assent given in writing and signed by members holding a majority of the total votes of all members. 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 nonprofit corporation, association, trust, or other organization to be devoted to such similar purposes.
ARTICLE XI
DURATION
The Corporation shall exist perpetually.
ARTICLE XII
AMENDMENTS
Amendments of these Articles shall require the assent of a majority of the votes of members entitled to vote thereon, in the manner set forth under Chapter 617, Florida Statutes. Amendments of these Articles may be proposed by the Board of Directors and shall be voted on at a Special Meeting of the Membership duly called for that purpose, or at an annual meeting of the Membership.
ARTICLE XIII
The Bylaws of this corporation shall be adopted by the Board of Directors and may be altered, amended, or restricted by a majority vote of a quorum of all members voting in person or by proxy.
ARTICLE XIV
SUBSCRIBERS
The names and residences of the subscribers to these Articles of Incorporation are:
Name Address
1.
2.
3.
4.
ARTICLE XV
INDEMNIFICATION
The Association shall indemnify and hold harmless its officers and directors to the fullest extent allowed under law including attorneys’ fees and costs.
IN WITNESS WHEREOF, for the purpose of forming this Corporation under the laws of the State of Florida, we, the undersigned, constituting the incorporators of this Association, have executed these Restated and Amended Articles of Incorporation this day of , 1995.
STATE OF FLORIDA
COUNTY OF BREVARD
The foregoing instrument was acknowledged before me this day of , 1995, by ( ) who is personally known to me or ( ) has produced _, as identification who did take an oath.
NOTARY PUBLIC
sign______________________________
print name________________________
State of Florida at Large
Commission No.:
My Commission Expires:
STATE OF FLORIDA
COUNTY OF BREVARD
The foregoing instrument was acknowledged before me this day of , 1995, by ( ) who is personally known to me or ( ) has produced _, as identification who did take an oath.
NOTARY PUBLIC
sign______________________________
print name________________________
State of Florida at Large
Commission No.:
My Commission Expires:
STATE OF FLORIDA
COUNTY OF BREVARD
The foregoing instrument was acknowledged before me this day of , 1995, by ( ) who is personally known to me or ( ) has produced _, as identification who did take an oath.
NOTARY PUBLIC
sign______________________________
print name________________________
State of Florida at Large
Commission No.:
My Commission Expires:
STATE OF FLORIDA
COUNTY OF BREVARD
The foregoing instrument was acknowledged before me this day of , 1995, by ( ) who is personally known to me or ( ) has produced _, as identification who did take an oath.
NOTARY PUBLIC
sign______________________________
print name________________________
State of Florida at Large
Commission No.:
My Commission Expires:
ACCEPTANCE OF REGISTERED AGENT
The undersigned hereby accepts the designation as Registered Agent of BROOK HOLLOW COMMUNITY ASSOCIATION, INC.
Philip F. Nohrr