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EXHIBIT #3 to DECLARATION OF CONDOMINIUM STATE OF FLORIDA DEPARTMENT OF STATE (SEAL ) I, RICHARD (DICK) STONE, Secretary of State of the
State of Florida, do hereby CERTIFICATE OF INCORPORATION OF PLAYA del MAR ASSOCIATION, INC. a corporation not for profit organized and existing under the Laws of the State of Florida, filed on the 14th day of February, A.D., 1974, as shown by the records of this office. ( SEAL) OFF. REC. 6163 PAGE 897
(CONSOLIDATED AND RESTATED AS OF MAY 13, 1992) DECLARATION OF CONDOMINIUM ARTICLES OF INCORPORATION of PLAYA del MAR ASSOCIATION, INC. In order to form a corporation under and in accordance
with the provisions The name of the proposed corporation shall be: Back to Articles of Incorporation INDEX The purpose and objects of the corporation shall be to administer the operation and management of PLAYA del MAR CONDOMINIUM, a high rise apartment project to be established in accordance with the Condominium Act of the State of Florida, upon the following described property, situate, lying and being in Broward County, Florida, to-wit: Lots 15 and 16, Block 34, Galt Ocean Mile Addition No. 1, Fort Lauderdale, Florida, according to the Plat thereof recorded in Plat Book 45, Page 9 of the Public Records of Broward County, Florida and to undertake the performance of the acts and duties incident to the administration of the operation and management of said PLAYA del MAR CONDOMINIUM in accordance with the terms, provisions, conditions and authorizations contained in these Articles of Incorporation and which may be contained in the formal Declaration of Condominium which will be recorded in the Public Records of Broward County, Florida at the time said property, and the improvements now or hereafter situate thereon, are submitted to a Plan of Condominium Ownership; and to own, operate, lease, sell, trade and otherwise deal with such property, whether real or personal, as may be necessary or convenient in the administration of said PLAYA del MAR CONDOMINIUM. The Corporation shall be conducted as a non-profit organization for the benefit of its member. Back to Articles of Incorporation INDEX The Corporation shall have the following powers: 1. The Corporation shall have all of the powers and privileges granted to Corporation Not for Profit under the law pursuant to which this Corporation is chartered. 2. The Corporation shall have all the powers reasonably necessary to implement and effectuate the purposes of the Corporation, including but not limited to the following: (a) To make and establish reasonable rules and regulations governing
the use of APARTMENTS, COMMON PROPERTY and LIMITED COMMON PROPERTY
in PLAYA del MAR CONDOMINIUM as said terms may be defined in said
Declaration of Condominium to be recorded. Back to Articles of Incorporation INDEX The qualifications of the members, the manner of their admission to membership and termination of such membership, and voting by members shall be as follows: 1. The owners of all APARTMENTS in PLAYA del MAR CONDOMINIUM shall be members of the Corporation, and no other persons or entities shall be entitled to membership, except as provided in Item 5 of Article IV. 2. Membership shall be established by the acquisition of fee title to an APARTMENT in PLAYA del MAR CONDOMINIUM, or by acquisition of a fee ownership interest therein, whether by conveyance, devise, judicial decree or otherwise, and the membership of any party shall be automatically terminated upon his being divested of all title to or his entire fee ownership interest in any APARTMENT, except that nothing herein contained shall be construed as terminating the membership of any party who may own an apartment other than the one from which he becomes divested. 3. The interest of a member of the funds and assets of the Corporation cannot be assigned, hypothecated or transferred in any manner, except as an appurtenance to his APARTMENT. The funds and assets of the Corporation shall belong solely to the Corporation subject to the limitation that the same be expended, held or used for the benefit of the Membership and for the purposes authorized herein, in the Declaration of Condominium, and in the By-Laws which may be hereafter adopted. 4. On all matters on which the Membership shall be entitled to vote, there shall be only one (1) vote for each APARTMENT in PLAYA del MAR CONDOMINIUM, which vote may be exercised or cast by the owner or owners of each APARTMENT in such manner as may be provided in the By-Laws hereafter adopted by the Corporation. Should any member own more than one (1) APARTMENT, such member shall be entitled to exercise or cast as many votes as he owns APARTMENTS, in the manner provided by said By-Laws. Back to Articles of Incorporation INDEX The Corporation shall have perpetual existence. Back to Articles of Incorporation INDEX The office of the Corporation shall be located at 3900 Galt Ocean
Drive, Fort Lauderdale, Florida; but in an emergency, the Corporation
may maintain offices and transact business in Broward County, such
as determined by the Board of Directors. Back to Articles of Incorporation INDEX The affairs of the Corporation shall be managed by the President of the Corporation, assisted by the Vice-Presidents, Secretary and Treasurer and, if any, the Assistant Secretaries and Assistant Treasurers, subject to the directions of the Board of Directors. The Board of Directors, or the President, with the approval of the Board of Directors, may employ a Managing Agent and/or such other managerial and supervisory personnel or entities to administer or assist in the administration of the operation and management of PLAYA del MAR CONDOMINIUM, and the affairs of the Corporation, and any such person or entity may be so employed without regard to whether such person or entity is a member of the Corporation or a Director or Officer of the Corporation, as the case may be. Back to Articles of Incorporation INDEX The Board of Directors of the ASSOCIATION shall consist of seven
(7) members. The members of the Board of Directors shall be as provided
from time to time by the By-Laws of the Corporation. The members
of the Board of Directors shall be elected by the members of the
Corporation at the Annual Meeting of the Membership as provided
by the By-Laws of the Corporation, and the Board of Directors shall
be members of the Corporation. Back to Articles of Incorporation INDEX The Board of Directors shall elect a President, Secretary and Treasurer, and as many Vice-Presidents, Assistant Secretaries and Assistant Treasurers as the Board of Directors shall determine. The President shall be elected from among the membership of the Board of Directors, but no other officer need be a Director. The same person may hold two offices, the duties of which are not incompatible; provided, however, that the office of President and Vice-President shall not be held by the same person, nor shall the office of President and Secretary or Assistant Secretary be held by the same person. Back to Articles of Incorporation INDEX The officers of the Corporation who shall serve until the first
election under these Articles of Incorporation shall be the following:
(Amended April 4, 1987, OR BOOK 14317, PG. 302) PRESIDENT J. P.
TARAVELLA Back to Articles of Incorporation INDEX The original By-Laws of the Corporation shall be adopted by a majority vote of the members of the Corporation present at a meeting of members at which a majority of the membership is present, and thereafter, such By-Laws may be altered or rescinded only in such manner as said By-Laws may provide. Back to Articles of Incorporation INDEX Every Director and every officer of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, 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 a Director or Officer of the Corporation, whether or not he is a Director or Officer at the time such expenses are incurred, except in such cases wherein the Director or Officer is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such Director or Officer may be entitled. Back to Articles of Incorporation INDEX An Amendment or Amendments to these Articles of Incorporation may
be proposed by the Board of Directors of the Corporation acting
upon a vote of the majority of the Directors, or by the members
of the Corporation owning at least 70 of the APARTMENTS in PLAYA
del MAR CONDOMINIUM, whether meeting as members or by instrument
in writing signed by them. Upon any Amendment or Amendments to these
Articles of Incorporation being proposed by said Board of Directors
or members, such proposed Amendment or Amendments shall be transmitted
to the President of the Corporation or other Officer of the Corporation
in the absence of the President, who shall thereupon call a Special
Meeting of the members of the Corporation for a date not sooner
than twenty (20) days nor later than sixty (60) days from the receipt
by him of the proposed Amendment or Amendments, and it shall be
the duty of the Secretary to give each member a written or printed
notice of such Meeting, stating the time and place of the Meeting
and reciting the proposed Amendment or Amendments in reasonably
detailed form, which notice shall be mailed or presented personally
to each member not less than ten (10) days nor more than thirty
(30) days before the date set for such Meeting. If mailed, such
notice shall be deemed to be properly given when deposited in the
United States Mail, addressed to the member at his post office address
as it appears on the records of the Corporation, the postage thereon
prepaid. Any member may, by written waiver or notice signed by such
member, waive such notice, and such waiver when filed in the records
of the Corporation, whether before or after the holding of the Meeting,
shall be deemed equivalent to the giving of such notice to such
member. At such Meeting the Amendment or Amendments proposed must
be approved by an affirmative vote of seventy (70%) percent of the
members present and voting, either in person or by proxy, in order
for such Amendment or Amendments to become effective. Thereupon,
such Amendment or Amendments of these Articles of Incorporation
shall be transcribed and certified in such form as may be necessary
to register the same in the Office of the Secretary of State of
the State of Florida, and upon the registration of such Amendment
or Amendments with said Secretary of State, a certified copy thereof
shall be recorded in the Public Records of Broward County, Florida,
within ten (10) days from the date on which the same are so registered.
At any meeting held to consider such Amendment or Amendments of
these Articles of Incorporation, the written vote of any member
of the Corporation shall be recognized, if such member is not in
attendance at such meeting or represented thereat by proxy, provided
such written vote is delivered to the Secretary of the Corporation
prior to such meeting. Notwithstanding the foregoing provisions of this Article XV, no amendment to these Articles of Incorporation which shall abridge, amend or alter the right of CORAL RIDGE PROPERTIES, INC., to designate and select members of each Board of Directors of the Corporation, as provided in Article VIII hereof, may be adopted or become effective without the prior written consent of CORAL RIDGE PROPERTIES, INC. IN WITNESS WHEREOF, The subscribers have hereunto set their hands and seals this 8th day of February, 1974 at Coral Springs, Florida. (SEAL) J. P. TARAVELLA Back to Articles of Incorporation INDEX
We, the undersigned, President and Secretary, respectively, of PLAYA del MAR ASSOCIATION, INC., a Corporation Not for Profit Organized under the laws of the State of Florida and located in the City of Fort Lauderdale in such State, hereby certify: 1. The name of the Corporation is Playa del Mar Association, Inc. "VIII When APARTMENT owners other than CORAL RIDGE PROPERTIES, INC., own fifteen percent (l5%) or more of the APARTMENTS that will be operated ultimately by the Corporation, the APARTMENT owners other then CORAL RIDGE PROPERTIES, INC., shall be entitled to elect two (2) of the five (5) members of the Board of Directors of the Corporation, APARTMENT owners other then CORAL RIDGE PROPERTIES, INC., shall be entitled to elect three (3) of the five (5) members of the Board of Directors of the Corporation three (3) years after sales by CORAL RIDGE PROPERTIES, INC., have been closed on seventy-five percent (75%) of the APARTMENTS that will be operated ultimately by the Corporation, three (3) months after sales have been closed by CORAL RIDGE PROPERTIES, INC., on ninety percent (90%) of the APARTMENTS that will be operated ultimately by the Corporation; or, when all of the APARTMENTS that will be operated ultimately by the Corporation have been completed, some of them have been sold, and none of the others are being offered for sale by CORAL RIDGE PROPERTIES, INC., in the ordinary course of business, whichever shall first occur. CORAL RIDGE PROPERTIES, INC., shall be entitled to designate two (2) of the five (5)members of the Board of Directors for the Corporation as long CORAL RIDGE PROPERTIES, INC., holds for sale in the ordinary course of business any APARTMENTS in the CONDOMINIUM operated by the Corporation. Whenever CORAL RIDGE PROPERTIES, INC., shall be entitled to designate and select any person or persons to serve on any Board of Directors of the Corporation, the manner in which such person or persons shall be designated shall be as provided in the Articles of Incorporation and/or By-Laws of the Corporation and CORAL RIDGE PROPERTIES, INC., shall have the right to resolve any OFF. REC. 6163 PAGE 904 - 1 -
person or persons selected by it to act and serve on said Board of Directors and to replace such person or persons with another person or persons to act and serve in the place of any Director or Directors so removed. Any Director designated and selected by CORAL RIDGE PROPERTIES, INC., need not be a resident in PLAYA del MAR CONDOMINIUM." 3. The above resolution was adopted by unanimous vote of all of the members of the Board of Directors. 4. The above amendment is to become effective immediately upon this Certificate being executed. Signed and dated this 7th day of April 1975. J P TARAVELLA, President (SEAL) RICHARD T. WADE, Secretary STATE OF FLORIDA } ss The foregoing instrument was acknowledged before me this 7th day of April, 1975, by J. P. TARAVELLA and RICH T. WADE. President and Secretary of PLAYA del MAR ASSOCIATION, INC., a Corporation Not for Profit, on behalf of the corporation. Richard E. Gray NOTARY PUBLIC (SEAL) My Commission Expires: 1/4/76 OFF. REC. 6163 PAGE 904 -2- Back to Articles of Incorporation INDEX
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