ARTICLES OF INCORPORATION

OF

HOLIDAY CITY AT BOCA RATON

HOME OWNERS ASSOCIATION, INC.

    In compliance with the requirements of Chapter 617, Florida Statutes (1971) 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 purpose of forming a corporation not for profit and do hereby certify:

ARTICLE I - NAME

The name of this Corporation is:  HOLIDAY CITY AT BOCA RATON HOMEOWNERS ASSOCIATION, INC.

ARTICLE II - PURPOSES AND POWERS

    The Corporation does not contemplate pecuniary gain or profit direct or indirect to its members.  The purposes for which it is formed are:

        To promote the health, safety and welfare of the residents within the various Sections to be platted as "Holiday City at Boca Raton" sub-divisions, within the property described on Exhibit "A" attached hereto and made a part hereof and such additions thereto as may hereafter be brought within the jurisdiction of this corporation by annexation as provided in Article VI herein, hereafter referred to as "The Properties", and for this purpose to:

            (a)  Own, acquire, operate and maintain street lights, recreation parks, waterways, canals, and the banks of said canals including buildings, structures, water elevation control structures, and personal properties incident thereto, hereinafter referred to as "The Common Properties and Facilities";

            (b)  Maintain unkempt lands or trees;

            (c)  Fix assessments (or charges) to be levied against the properties;

            (d)  Enforce any and all covenants, restrictions and agreements applicable to the properties;

            (e)  Pay taxes, if any, on the common properties and facilities;

            (f)  Insofar as permitted by law to do any other thing that in the opinion of the Board of Directors will promote the common benefit and enjoyment of the residents of the properties.

ARTICLE III - 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 records to assessment by the Association shall be a member of the Association, provided that any such person or entity who holds such interest merely as a security for the performance of an obligation shall not be a member.  Membership shall be effective upon the recording of a Warranty Deed among the Public Records of Palm Beach County, Florida.

ARTICLE IV - VOTING RIGHTS

    The Association shall have two classes of voting membership:

        Class A.  Class A members shall be all those owners as defined in Article III with the exception of the developer.  Class A members shall be entitled to one vote for each lot in which they hold the interests required for membership by Article III.  When more than one person holds such interest or interests in any lot all such persons shall be members and the vote for such lot shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any such lot.

        Class B.  Class B members shall be the subdivider.  The Class B member shall be entitled to three votes for each lot in which it holds the interest required for membership by Article III, provided that the Class B membership shall cease and become converted to Class A membership on the happening of any 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 January 1, 1980.

From and after the happening of these events whichever occurs earlier, the Class B member shall be deemed to be a Class A member entitled to one vote for each lot in which it holds the interest required for membership under Article III.

ARTICLE V - BOARD OF DIRECTORS

SELECTION, TERMS OF OFFICE

    The affairs of the Corporation shall be managed by a Board of not less than three (3) nor more than nine (9) Directors who need not be members of the corporation.  The initial Board of Directors shall consist of four (4) Directors who shall hold office until the election of their successors for the terms stated in Article XVII.  If applicable, the members at each annual meeting shall elect one (1) Director for a term of one (1) year.

    Nothwithstanding, any of the provisions of Article IV above, the Class A members will be entitled to elect Directors according to the following schedule:

        (a)  At such time as deeds of conveyance, conveying Three Hundred (300) lots have been recorded among the Public Records of Palm Beach County, the Class A members will be entitled to elect one (1) Director.

        (b)  At such time as deeds of conveyance, conveying an additional Three Hundred (300) lots have been recorded among the Public Records of Palm Beach County, the Class A members will be entitled to elect an additional Director; and

        (c)  Upon the recording of deeds of conveyance to all lots in all sections to be platted on the property described on Exhibit "A", the Class A members shall be entitled to elect an additional Director.

ARTICLE VI - ADDITIONS TO PROPERTIES AND MEMBERSHIP

    Additions to the Properties described in Article II may be made only in accordance with the provisions of the recorded covenants and restrictions applicable to said properties.  Such additions, when properly made under the applicable covenants shall extend the jurisdiction, the functions, duties and membership of this Corporation to such properties.  Where the applicable covenants require that certain additions be approved by this Corporation, such approval must have the assent of two-thirds (2/3rd's) of the votes of each Class of members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be mailed to all members at least thirty (30) days in advance and shall set forth the purpose of the meeting.

ARTICLE VII - MERGERS AND CONSOLIDATIONS

    Subject to the provisions of the recorded covenants and restrictions applicable to the properties described in Article II and to the extent permitted by law, the Corporation may participate in mergers and consolidations with other non-profit corporations organized for the same purposes provided that any such merger or consolidation shall have the assent of two-thirds(2/3rd's) of the votes of each class of members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be mailed to all members at least thirty (30) days in advance and shall set forth the purpose of the meeting.

ARTICLE VIII - MORTGAGES:  OTHER INDEBTEDNESS

    The Corporation shall have power to mortgage its properties only to the extent authorized under the recorded covenants and restrictions applicable to said properties.

    The total debts of the Corporation including the principal amount of such mortgages outstanding at any time shall not exceed the total of two years assessments current at that time provided that authority to exceed said maximum in any particular case may be given by an affirmative vote of two-thirds (2/3rd's) of the votes of each Class of members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be mailed to all members at least thirty (30) days in advance and shall set forth the purpose of the meeting.

ARTICLE IX - QUORUM FOR ANY ACTION GOVERNED BY ARTICLES VI, VII, AND VIII OF THESE ARTICLES

    The Quorum required for any action governed by Articles VI, VII, and VIII of these Articles shall be as follows:

            At the first meeting duly called as provided therein, the presence of members or of proxies entitled to cast sixty (60%) percent of all of the votes of each Class of membership shall constitute a quorum.  If the required quorum is not forthcoming at any meeting, another meeting may be called subject to the notice requirements set forth in said Articles and the required quorum at any subsequent meeting shall be one-half (1/2) of the required quorum at the preceeding meeting provided that no such subsequent meeting shall be held more than sixty (60) days following such preceeding meeting.

ARTICLE X - DEDICATION OF PROPERTIES OR TRANSFER OF FUNCTION TO PUBLIC AGENCY OR UTILITY

    The Corporation shall have power to dispose of its real properties only as authorized under the recorded covenants and restrictions applicable to said properties.

ARTICLE XI - DURATION

    The Corporation shall exist perpetually.

ARTICLE XI A - BYLAWS

    The Board of Directors of the Corporation shall have the power and authority to make, alter or rescind the Bylaws of the Corporation.

ARTICLE XII - DISSOLUTION

    The Corporation may be dissolved only with the assent given in writing and signed by the members entitled to cast two-thirds (2/3rd's) of each Class of its membership.  Written notice of a proposal to dissolve setting forth the reasons therefore and the disposition to be made of the assets (which shall be consonant with Article XIII hereof) shall be mailed to every member at least ninely (90) days in advance of any action taken.  If and when a SPECIAL TAXING DISTRICT is formed by Palm Beach County to handle the functions and duties of the Association and in particular to own, acquire, operate and maintain those items listed in ARTICLE II, Paragraph (a), the Association shall automatically be dissolved and the assets of the Association will be disposed of as provided for in ARTICLE XIII.  In that event, the members of the Association would then be obligated to pay any taxes or assessments set by the SPECIAL TAXING DISTRICT directly to the proper authorities as set up by the SPECIAL TAXING DISTRICT.  The members of the Association hereby acknowledge that even though the waterways and canals hereby dedicated to the Association, are private, they hereby grant to Palm Beach County, the right to drain any excess storm drainage into said canals and waterways.

ARTICLE XIII - DISPOSITION OF ASSETS UPON DISSOLUTION

    Upon dissolution of the Corporation, the assets both real and personal of the Corporation, shall be dedicated to an appropriate public agency or utility to be devoted to purposes as nearly as practicable, the same as those to which they were required to be devoted by the Corporation.  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 purposes as nearly as practicable, the same as those to which they were required to be devoted by the Corporation.  No such disposition of Association properties shall be effective to divest or diminish any right or title of any member vested in him under the recorded covenants and deeds applicable to the properties unless made in accordance with the provisions of such covenants and deeds. 

ARTICLE XIV - AMENDMENTS

These articles may be amended by the Board of Directors in accordance with the law provided that the voting and quorum requirements specified for any action under any provision of these articles shall apply also to any amendment of such provision and provided further that no amendment shall be effective to impair or dilute any rights of members that are governed by the recorded covenants and restrictions applicable to the properties (as for example - membership and voting rights) which are part of the property interests created thereby.

ARTICLE XV - THE INCORPORATORS

    The name and address of each Incorporator is:

Robert J. Monprode

Palmetto Park Road

Route 441

Boca Raton, Florida 33432

David E. Graham

Graham, Carroll, Hodge & Swan, P.A.

3081 E. Commercial Boulevard

Fort Lauderdale, Florida 33308

David S. Swan

Graham, Carroll, Hodge & Swan, P.A.

3081 E. Commercial Boulevard

Fort Lauderdale, Florida 33308

Robert C. Monprode

Palmetto Park Road

Route 441

Boca Raton, Florida 33432

ARTICLE XVI - REGISTERED OFFICE AND AGENT

    The address of the initial registered office of the Corporation is:

Palmetto Park Road

Route 441

Boca Raton, Florida 33432

    And the name of its initial registered agent at such address is:

Robert J. Monprode

ARTICLE XVII - INITIAL DIRECTORS AND OFFICERS

    The names and addresses of those persons who are to act as Permanent Officers and Directors or until they have submitted their resignation are:

Robert J. Monprode - President

Palmetto Park Road

Route 441

Boca Raton, Florida 33432

Robert C. Monprode - Secretary

Palmetto Park Road

Route 441

Boca Raton, Florida 33432

David E. Graham - Vice President

Graham, Carroll, Hodge & Swan, P.A.

3081 E. Commercial Boulevard

Fort Lauderdale, Florida 33308

David S. Swan - Vice President

Graham, Carroll, Hodge & Swan, P.A.

3081 E. Commercial Boulevard

Fort Lauderdale, Florida 33308

    WITNESS our hands and seals this 23 day of October, 1973.

ARTICLES OF AMENDMENT OF

HOLIDAY CITY AT BOCA RATON HOMEOWNERS ASSOCIATION, INC.

    ARTICLE ONE of the Articles of Incorporation of HOLIDAY CITY AT BOCA RATON HOMEOWNERS ASSOCIATION, INC. is hereby amended to read:

ARTICLE I - NAME

    The name of the corporation if PALMETTO PINES HOMEOWNERS ASSOCIATION, INC.

    All other paragraphs and articles of the Articles of Incorporation shall remain unchanged.

    This amendment has been adopted by the Board of Directors of the corporation, on May 6, 1983.

    IN WITNESS WHEREOF, we, CHRISTOPHER FLUEHR and LINDA LEOPARD, have executed this Amendment to the Articles of Incorporation this 6 day of May, 1983.

Last modified: June 13, 2001

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