ARTICLES OF INCORPORATION

OF

WAVERLY HUNDRED HOMEOWNERS ASSOCIATION INC

A NON PROFIT CORPORATION

The undersigned subscribers file these Articles of Incorporation to form a corporation not for profit

under the laws of the State of Florida and certify as follows:

ARTICLE I

NAME

The name of the corporation shall be WAVERLY HUNDRED HOMEOWNERS Association. (the

"Association").

ARTICLE II

DEFINITIONS

As used herein the following words and phrases shall have the definition set forth below:

A. "Association" shall mean and refer to Waverly Hundred Homeowners Association, Inc. its

successors and assigns.

B. "Declarant" shall mean and refer to Ivanhoe and Investments, Inc. its successors and assigns or

any successor or assign to all or substantiality all of its interest in the property.

C. "Declaration" shall mean and refer to the Declaration of Covenants of WAVERLY HUNDRED

and any amendments thereafter made in accordance with the provisions thereof filed in the Public

Records of Broward County Florida.

D. "Definitions of Words", with initial capital letters, which are also defined in the Declarations,

shall have the same meaning herein as used and defined in the Declarations, except as such words

or definitions may be modified in this Article II.

E. "Lot" means any portion of the Property as delineated by the plat described on exhibit "A" and

as described in the Deed from the Developer to the Owner.

F. "Owner" shall mean and refer to the record title owner of the Lot.

G. "Property" means all of the Property Described on attached Exhibit "A".

ARTICLE III

PURPOSES AND POWERS

A. The purposes for which the Association is organized are:

1. To promote the health, safety, and welfare of the owners of Lots in the Property.

2. To provide an entity to perform the duties and obligations as provided for in the Declaration

on behalf of the Members.

B. Except as limited by these Articles of Incorporation and the Bylaws of the Corporation,

the Association shall have all the powers granted by Florida Law and those powers

reasonably necessary to perform all the acts required to be performed by the Association under

the Declaration, including but not limited to the following: '

1. To make and collect assessments against Lot Owners pursuant to the Declarations to defray

the cost and expenses in carrying out the duties to be performed by the Association under the

Declarations.

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

3. The maintenance, repair, replacement, and making additions to the Common areas and to

the privacy wall in the Wall Easement.

4. The purchase of liability insurance for the protection of the Association and its members,

policies of insurance for directors and officers insuring them against personal liability arising

out of the performance of their duties, and such other insurance as may be deemed necessary

in the opinion of the board of Directors of the Association.

5. To make reasonable rules and regulations with respect to the use and enjoyment of the Property.

6. To take all necessary action to properly enforce provisions of the Declarations and to

commence and maintain actions to retrain and enjoin any breach, or threatened breach, of any

provisions of the Declarations.

7. To delegate to a manager, contracted for such purposes, all of the duties of the Association

except where the Board of Directors of the Association are required by the Declarations, the

Articles of Incorporation, or the Bylaws to approve any action.

8. To employ personnel to perform the services required to carry out the duties of the Association.

C. No power stated above shall he exercised by the Association to allow its net earnings to

inure to the benefit of any Member or Owner as such limitation is now and here after interpreted

under Internal Revenue Code Section 528 and the Regulations promulgated thereunder.

ARTICLE IV

MEMBERSHIP AND VOTING RIGHTS

A. Classes. The Association shall have two (2) classes of Members:

l. Class A Membership: Class A Members shall be those record Owners of fee simple title to a Lot

who received such title from Declarant or who obtained fee simple title from another Owner.

2. Class B Membership: Class B Members shall be the Declarant. The Class B Membership of the

Declarant shall cease and be converted to Class A Membership on the happening of either of the

following events whichever occurs earlier:

a. On the date the Declarant sells its last Lot on the Property, or

b. At the time Declarant shall have waived in writing, in recordable form, its right to Class B

Membership.

B. Votes. Class A Members shall be entitled to one (i) vote for each Lot owned by such Member.

Until Class B Membership terminates the Class B Members shall be entitled to cast two (2) votes

for each vote of a Class A Member of the Association. Therefore, the term "votes entitled to be

cast" as used herein shall mean the total number of Class A votes which Class A Members are

entitled to cast, plus a sum equal to twice the Class A votes.

ARTICLE V

TERM

This Corporation shall have perpetual existence unless sooner dissolved in accordance with the

provisions of the laws of the State of Florida.

ARTICLE VI

BOARD OF DIRECTORS

A. Number. The affairs of this Corporation will be managed by a Board of Directors consisting

of not less than three (3) directors nor more than seven (7) directors.

B. Directors. The Director's qualification, election and removal, and the method of filling

vacancies on the Board of Directors shall be defined in the Corporation's Bylaws.

C. First Board. The names and addresses of Members of the first Board of Directors are as

follows:

NAME ADDRESS

Ronald E. Corbitt, Jr. 5469 N.W. 151st Street

Miami Lakes, Florida 33014

William J. Hilley 5969 N.W. 151st Street

Miami Lakes, Florida 33014

Eugene Krawek 5969 N.W. 151st Street

Miami Lakes, Florida 33014

D. First Board Powers. The first Board of Directors shall serve until the date the Class B

Membership terminates at which time the Class A Members shall elect the Board of

Directors. Until that date any vacancies occurring in the membership of the first Board of

Directors shall be filled by the remaining members of the first Board of Directors. The first

Board of directors shall have the power to adopt the Bylaws of this Corporation.

ARTICLE VII

REGISTERED OFFICE

The street address of the Corporation's initial registered office is 5969 N.W. 151st Street,

Miami Lakes, Florida 33014 and the name of its initial registered agent is William A. Zeiher.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

A. Indemnification. This Corporation shall indemnify any and all of its directors, officers,

employees, or agents, or former directors officer, employees or agents to the full extent

permitted by Section 607.01 of the Florida Statutes as now written or as may hereafter

be amended, which Statutes is incorporated herein by reference.

B. Interested Parties Transactions. No contract or transaction between this Corporation

and one or more of its directors or officers or between this Homeowners Association and

any other corporation, partnership, association, or other organization in which one or more

of its directors or officers are directors or officers, or have a financial interest, shall be invalid,

void or voidable solely for this reason or solely because the director or officer is present at

or participates in the meeting of the Board or Committee thereof which authorized the

contract or transaction or solely because his or their presence was counted in determining a

quorum or his or their votes are counted for such purpose. No director or officer of this

Corporation shall incur liability by reason of the fact that he is, or may be, interested in any

such contract or transaction.

ARTICLE IX

AMENDMENTS

This Association reserves the right to amend or repeal any provision contained in these

Articles of Incorporation or any amendments hereto if any such amendment receives an

affirmative vote of sixty-five percent (65%) of the votes entitled to be cast by the

Membership and provided that no amendment shall conflict with any provisions of the

Declarations.

 

Unofficial Copy