Articles of Incorporation – Cypress Creek Estates

CYPRESS CREEK ESTATES

PROPERTY OWNERS’ ASSOCIATION, INC.

(a corporation Not for Profit)

The undersigned hereby associate themselves for the purpose of forming a corporation not for profit under Chapter 617 of Florida Statutes and certify as follows:

ARTICLE I

NAME

The name of this corporation shall be CYPRESS CREEK ESTATES OWNERS’ ASSOCIATION, INC.

ARTICLE II

PRINCIPAL OFFICE

The initial principal office of the Association will be located at 900 Kay Road N.E., Bradenton, Florida 33508.

ARTICLE III

REGISTERED AGENT AND REGISTERED OFFICE

THOMAS C. BENNETT, JR., whose address is 900 Kay Road N.E., Bradenton, Florida 33508 is hereby appointed the initial registered agent of this Association, and his address is designated as the initial registered office of the Association.

ARTICLE IV

PURPOSE

A certain Declaration of Covenants and Restrictions either now has or will be imposed upon certain lands in Manatee County, Florida, said Declaration of Covenants and Restrictions to, among other things, establish and designate that said lands shall be known as:

That part of Section 22, Township 34 South, Range 18 East, Manatee County, Florida lying North of the centerline of Cypress Creek, West of the East Line of said Section 22 and bounded on the North and West by the waters of the Manatee River, more particularly described as follows: Commence at the S. E. corner of Section 22, Township 34 South, Range 18 East; thence N 00Âº08’54” E, along the East line of said Section 22, 115.00 feet; thence N 89Âº51’06” W, 25.00 feet for a point of beginning; thence along the center line of Cypress Creek the following courses and distances; N 89Âº51’06” W, 25.00 feet; N 84Âº36’06” W, 200 feet, more or less; N 46Âº51’06” W, 425 feet, more or less; N 88Âº26’06” W, 150 feet, more or less, N. 15Âº03’54” E, 80 feet, more or less; N88Âº26’06” W, 90 feet, more or less; N 43Âº26’06” W, 160 feet, more or less; N 73Âº00’25” E,79 feet, more or less; N 40Âº37’23” E, 138.97 feet, more or less; N 66Âº00’00” W, 150 feet, more or less; S. 69Âº09’29” W, 60 feet, more or less; N 21Âº59’16” E, 45 feet, more or less; N 25Âº00’00” E, 75 feet, more or less; S 63Âº00’00” W, 190 feet, more or less; N 11Âº30’00” W, 244 feet, more or less; N 83Âº15″00″ W, 62 feet, more or less; S 35Âº45’00” W, 39 feet, more or less; S 29Âº00’00” E, 68 feet, more or less; S 45Âº00’00” W, 48 feet, more or less; N 73Âº30’00” W, 50 feet, more or less, N 26Âº30’00” W, 118 feet, more or less; N lÂº09’04” E, 85 feet, more or less; N 29Âº30’00” E, 65 feet, more or less; N 76Âº00’00” E, 98 feet more or less; N 2Âº30’00” W, 67 feet, more or less; N 73Âº00’00” W, 226 feet, more or less; S 45Âº30’00” W, 38 feet, more or less; S 14Âº30’00” W, 119 feet, more or less; N 71Âº00’00” W, 191 feet, more or less; S 71Âº00’00” W, 60 feet, more or less; S 17Âº30’00” W, 113 feet, more or less; N 40Âº30’00” W, 143 feet, more or less; N 84Âº00’00” W, 129 feet, more or less; N 65Âº30’00” W, 144 feet, more or less S 47Âº00’00” W, 90 feet, more or less, to the point of intersection of the centerline of Cypress Creek and the approximate mean high water line of the Manatee River: thence meandering Northerly and Northeasterly, along said mean high water line, 3850 feet, more or less to the point of intersection of said mean high water line and the east line of Section 22; thence S 00Âº08’54” W, along said Section Line, 210 feet more or less to a concrete monument on said Section Line; thence continue S 00Âº08’54” W, along said Section Line, 2800.45 feet; thence N 89Âº51’06” W, 25.00 feet; thence S 00Âº08’54” W, 726.65 feet to the point of beginning;

according to the plat thereof recorded in the Office of the Clerk, of the Circuit Court in and for Manatee County, Florida. This corporation is organized for the purpose of functioning as the property owners’ association of said property, in accordance with the Declaration of Covenants and Restrictions referred to herein. It is organized to serve as the instrumentality of property owners in said CYPRESS CREEK ESTATES for the purpose of controlling and regulating residential development in said area; of promoting, assisting, and providing adequate and proper maintenance of said area and the property, lots, units or parcels therein for the benefit of all owners therein; of providing and promoting recreational activity or other communal purposes within the community through the acquisition of land and facilities (whether by fee simple ownership leasehold or other possessory use interest), the maintenance of said land and facilities, and such other means and methods as it may deem in the best interest of its members; to exercise all power and discharge all responsibilities granted to it as a corporation under the laws of the State of Florida, its By-Laws, these Articles of Incorporation, and the aforementioned Declaration of Covenants and Restrictions; to acquire, hold, convey, and otherwise engage in and with real and/or personal property in this corporation’s capacity as a property owner’s association; and to otherwise engage in such additional lawful activities for the benefit, use, convenience and enjoyment of its members as it may deem proper.

ARTICLE V

POWERS

The powers of the corporation shall include and be governed by the following provisions:

1. The corporation shall have all of the common law and statutory powers of a corporation not for profit which are not in conflict with the terms of these Articles, and in addition, all of the powers set forth in the Declaration of Covenants and Restrictions for CYPRESS CREEK ESTATES which are not in conflict with law.

2. The corporation shall have all of the powers reasonably necessary to implement the powers of the corporation, including but not limited to the following:

a. To acquire, purchase, sell, transfer and convey both real and personal property and any interest therein in accordance with the Declaration of Covenants and Restrictions for CYPRESS CREEK ESTATES.

b. To operate and manage such property as may be acquired by the corporation in accordance with the Declaration of Covenants and Restrictions, including but not limited to the property to be acquired pursuant to Section II F 2 (a) thereof.

c. To make and collect assessments against members of the Association for the purposes set forth in the Declaration of Covenants and Restrictions, and particularly Section II H 1 through 3 thereof.

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

e. To maintain, repair, replace and operate its property.

f. To reconstruct improvements upon its property after casualty, and to further improve the property.

g. To make and amend regulations with respect to the use of its property.

h. To enforce the Declaration of Covenants and Restrictions imposed upon the property within CYPRESS CREEK ESTATES.

i. To provide through an Architectural Review Board, a systematic, uniform review of all proposed improvements and construct of any type or nature whatsoever within CYPRESS CREEK ESTATES.

j. To enforce by legal means the provisions of the Declaration of Covenants and Restrictions, these Articles, the By-Laws of the corporation and the regulations for use of the Association’s property.

k. To contract for the acquisition, management and the maintenance association’s property.

ARTICLE VI

MEMBERS

The qualification of the members, the manner of their admission to membership and termination of such membership, and voting by members shall be as follows:

1. Until such time as the Declaration of Covenants and Restrictions for CYPRESS CREEK ESTATES shall be recorded among the Public Records of Manatee County, Florida, the membership of this corporation shall be comprised of the Subscribers of these Articles or their assigns, each of which Subscribers or his assigns, shall be entitled to cast one (1) vote on all matters in which the membership shall be entitled to vote.

2. After the recording of the Declaration of Covenants and Restrictions for CYPRESS CREEK ESTATES the owners of each lot or portion thereof subjected to said Declaration of Covenants and Restrictions (including the Developer) shall automatically become a member of the Association upon acquisition of a fee simple title (or in the case of the Developer, upon the filing of the Declaration) of any lot subjected to said Declaration of Covenants and Restrictions, by the filing of record therefor a deed in the office of the Clerk of the Circuit Court in and for Manatee County, Florida, evidencing such ownership. At the time of the filing of said Declaration of Covenants and Restrictions the Subscribers who are members of the corporation by virtue of Paragraph 1 above, shall no longer be members by virtue of Paragraph 1.

3. Memberships shall be compulsory and shall continue until such time as the member transfers or conveys of record his fee simple interest in the lot, unit or parcel upon which automatic membership is based or said interest is transferred and/or conveyed by operation of law, at which time said membership (with respect to the lot, unit or parcel conveyed) shall automatically be conferred upon the transferee. Membership shall be appurtenant to and may not be separated from ownership of any lot, unit or parcel which is subject to the Declaration of Covenants and Restrictions, except in those instances set forth in Section- II I 3 a through d of said Declaration.

4. The interest of a member in the funds and assets of the corporation cannot be assigned, hypothecated or transferred in any manner, except as an appurtenance to his lot, unit or parcel. The properties, funds and assets of the corporation shall be held or used for the benefit of the membership and for the purposes authorized herein, in the Declaration of Covenants and Restrictions, and in the By-Laws which may be hereafter adopted.

6. On all matters on which the membership shall be entitled to vote, there shall be one (1) vote for each lot, unit or parcel subjected to the Declaration of Covenants and Restrictions for CYPRESS CREEK ESTATES, which vote may be exercised or cast by the owner or owners of each lot, unit or parcel in such manner as may be provided in the By-Laws of this corporation. Should any member own more than one (1) lot, unit or parcel, such member shall be entitled to exercise or cast one (1) vote for each lot, unit or parcel in the manner provided for in said By-Laws. In addition, should a lot, unit or parcel be divided as to ownership so that separate and distinct owners or multiple of owners own separate portions, thereof, each distinct owner or multiple of owners shall be entitled to that percentage of one (1) vote that is equal to the percentage of the lot, unit or parcel owned.

ARTICLE VII

TERM

This corporation shall have perpetual existence.

ARTICLE VIII

MANAGEMENT OF THE AFFAIRS OF THE CORPORATION – OFFICERS

The affairs of this corporation shall be managed by its officers, subject, however, to the directions of the Board of Directors, except to the extent that the Directors shall have delegated the responsibility for such management under the provisions of these Articles and in accordance with the By-Laws. The officers of this corporation shall be elected by the Board of Directors according to the By-Laws of this corporation. In addition, the Directors shall elect an Architectural Review Board to consist of three (3) members in accordance with the Declaration of Covenants and Restrictions. The Directors may additionally provide for such other officers agents, supervisory personnel or employees of the corporation as they shall see fit, none of whom need be a member of the corporation. Commencing with the first regular meeting of the Board of Directors in 1985, officers will be elected annually to hold office until the next annual meeting of the Board of Directors or until their successors are elected and qualify. The names of the officers who are to serve until the first election by the Board of Directors are as follows:

THOMAS C. BENNETT, JR.
President
JACQUELINE W. BENNETT
Vice President
RICHARD C. BENNETT
Secretary/Treasurer

The names of the persons who will serve as members of the Architectural Review Board until the first annual election by the Board of Directors are as follows:

THOMAS C. BENNETT, JR.

JACQUELINE W. BENNETT

RICHARD C. BENNETT

None of the directors, officers, or members of the Architectural Review Board shall be required to be a member of this Association to hold office.

ARTICLE IX

BOARD OF DIRECTORS

This corporation shall be governed by a Board of Directors consisting of three (3) persons. Until such time as CYPRESS CREEK ESTATES, INC., the Developer of CYPRESS CREEK ESTATES, its successors or assigns, transfers and conveys of record all property subject to the Declaration of Covenants and Restrictions herein referred, to, including such additional property as it may subsequently subject to said Declaration of Covenants and Restrictions to individual residential purchasers, said Developer shall have the right to appoint members of the Board of Directors. At the annual meeting conveys of record the last of the Property owned by it, as set forth hereinbefore, the membership of the Association shall elect the directors as provided in the By-Laws. Thereafter, method provided for in the By-Laws of the Association, as the same shall be constituted from time to time. The names and post office addresses of the persons and qualify are as follows:

THOMAS C. BENNETT, JR. 900 Kay Road, N.E. Bradenton, Florida 33508

JACQUELINE W. BENNETT 900 Kay Road, N.E. Bradenton, Florida 33508

RICHARD C. BENNETT 2020 Wellon Ranch Road Parrish, Florida 33564

ARTICLE X

REMOVAL OF OFFICERS, DIRECTORS AND MEMBERS OF THE ARCHITECTURAL REVIEW BOARD

Any officer or member of the Architectural Review Board may be removed prior to the expiration of his term of office in the manner hereinafter provided, or in such manner as if provided in the By-Laws. Any officer or member of the Architectural Review Board may also be removed with or without cause by a majority vote of the full Board of Directors at a meeting of Directors called, at least in part for the purpose of considering such removal. Any officer, director or member of the Architectural Review Board of this Association may be removed with or without cause, and for any reason, upon a petition in writing of a majority of the members of this Association approved at a meeting of members called at least in part for the purpose, by a two-thirds (2/3 rds) vote of the membership, provided however that removal without cause, by a vote of the membership shall not apply so long as Developer has the right to appoint the members of the Board of Directors, as provided in ARTICLE IX hereof. The petition calling for the removal of such officer, director and/or member of the Architectural Review Board shall set forth a time and place for the meeting of members, and notice shall be given to all members of such special meeting of the members at least ten (10) days prior to such meeting in the manner provided in the By-Laws for the giving of notices of special meeting. At any such meeting, the officer, director and/or member of the Architectural Review Board whose removal is sought shall be given the opportunity to be heard. In addition, during the period of time during which the Developer has or retains the right of appointment of the members of the Board of Directors, any member of the Board of Directors may be removed with or without cause by the Developer at its discretion.

ARTICLE XI

INDEMNIFICATION OF OFFICERS, DIRECTORS AND/OR MEMBERS OF ARCHITECTURAL REVIEW BOARD OR THE CYPRESS CREEK ESTATES PROPERTY OWNER’S ASSOCIATION, INC.

Every officer, director and member of CYPRESS CREEK ESTATES PROPERTY OWNER’S ASSOCIATION, INC. and/or the Architectural Review Board of the Association shall be indemnified by the Association against all expenses and liability, including counsel fees, reasonably incurred by or imposed upon him in connection with any proceeding to which he may be a party or in which he may become involved by reason of his being or having been an officer, director, or member of the Architectural Review Board or CYPRESS CREEK ESTATES PROPERTY OWNER’S ASSOCIATION, INC., whether or not he is an officer, director or member of the Architectural Review Board or the CYPRESS CREEK ESTATES PROPERTY OWNER’S ASSOCIATION, INC. at the same time such expenses are incurred, except in such cases wherein the officer, director, or member of the Architectural Review Board or the CYPRESS CREEK ESTATES PROPERTY OWNER’S ASSOCIATION, INC. is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties, provided that in the event of any claim for reimbursement or indemnification hereunder based upon a settlement by the officer, director or member of the Architectural Review Board or the CYPRESS CREEK ESTATES PROPERTY OWNER’S ASSOCIATION INC. seeking such reimbursement or indemnification the indemnification shall be in addition to and not exclusive of all other rights to which such officers, director or member of the Architectural Review Board or the CYPRESS CREEK ESTATES PROPERTY OWNER’S ASSOCIATION INC may be entitled.

ARTICLE XII

BY-LAWS

The original By-Laws of this Association shall be adopted by the Board of Directors of the Association, and thereafter the By-Laws may be amended, altered or rescinded in accordance with Section IV E of the Declaration of Covenants and Restrictions or by a resolution adopted by a majority of the Board of Directors at any duly called meeting of the board and thereafter submitted to the members at any duly convened meeting of the members and approved by a two-thirds (2/3 rds) vote of the members present or by proxy, provided there is a quorum, and further provided that the notice of such meeting of members specifying the proposed change is given in the notice of meeting. Notice may be waived by any member. Any member of the corporation may propose an amendment to the board, and the board shall act upon such proposal at its next meeting. Notwithstanding the foregoing, so long as developer is the owner of any lot, unit or parcel affected by the Declaration of Covenants and Restrictions or amendment thereto or is entitled to appoint the Board of Directors of the Association, no amendment to the By-Laws will be effective without Developer’s expressed written joinder and consent.

ARTICLE XIII

PROHIBITION AGAINST ISSUANCE OF STOCK AND DISTRIBUTION OF INCOME

This corporation shall never have or issue any shares of stock, nor shall this corporation distribute any part of the income of this corporation, if any, to its members, directors, officers or members of the Architectural Review Board. Nothing herein, however, shall be construed to prohibit the payment by the corporation of compensation in a reasonable amount to the members, directors, officers or members of the Architectural Review Board for services rendered, nor shall anything herein be construed to prohibit the corporation from making any payments or distributions to members of benefits, monies or properties permitted by Section 617.011 of Florida Statutes.

ARTICLE IV

CONTRACTUAL POWERS

In the absence of fraud, no contract or other transaction between this corporation and any other person, firm, association, corporation or partnership shall be affected or invalidated by the fact that any director, officer, member of the Architectural Review Board of this corporation is pecuniarily or otherwise interested in, or is a director, member or officer of any such other firm, association, corporation or partnership, or is a party or is pecuniarily or otherwise interested in such contract or other transactions, or in way connected with any person, firm, association, corporation or partnership, pecuniarily or otherwise interested therein. Any director may vote and be counted in determining the existence of a quorum at any meeting of the Board of Directors or transaction with like force and effect as if he were not so interested, or were not a director, member or officer of such other firm, association, corporation or partnership.

ARTICLE XV

SUBSCRIBERS

The names and post office addresses of the Subscribers to these Articles of Incorporation are as follows:

THOMAS C BENNETT, JR. 900 Kay Road, N.E.

Bradenton, Florida 33508

JACQUELINE W. BENNETT 900 Kay Road, N.E.

Bradenton, Florida 33508

RICHARD C. BENNETT 2020 Wellon Ranch Road

Parrish, Florida 33564

ARTICLE XVI

AMENDMENT

These Articles of Incorporation may be amended from time to time by resolution adopted by a majority of the Board of Directors and approved by a vote of two-thirds (2/3 rds) of the members of this Association present at any meeting of the members of the Association called at least in part to consider such amendment, or approved in writing by the members of this Association having not less than two-thirds (2/3 rds) of the total membership vote, provided that so long as Developer is owner of any lot or any property affected by the Declaration of Covenants and Restrictions or any amendment thereto or is entitled to appoint the Board of Directors of the Association, no amendment to these Articles of Incorporation will be effective without Developer’s express written joinder and consent.

IN WITNESS WHEREOF, we have hereunto set our hands and seals at Bradenton, Manatee County, Florida, this 6th day of May, 1985.

THOMAS C. BENNETT, JR. (SEAL)

JACQUELINE W. BENNETT (SEAL)

RICHARD C BENNETT (SEAL)