Articles of Incorporation

Articles of Incorporation

Florida Department of State

Jim Smith

Secretary of State

June 3, 1993

Ann Paris

Tiger Creek Owners Association, Inc.

2580 Tiger Creek Forest

Lake Wales, Fl 33853

Re: Document Number 753152

The Articles of Amendment to the Articles of Incorporation of TIGER CREEK OWNERS ASSOCIATION, INC., a Florida corporation were filed on May 28, 1993.

Should you have and questions regarding this matter, please telephone (904) 487-6050, the Amendment Filing Section.

Sharon Tala

Corporate Specialist

Division of Corporations Letter Number: 093A00117407

11/4/95 (Amended 2/6/93)

ARTICLES OF INCORPORATION

TIGER CREEK OWNERS

ASSOCIATION, INC.

We, the undersigned, hereby associate ourselves together for the purpose of becoming a non-profit corporation under the provisions of part 1, Chapter 617 of the Florida Statutes, providing for the formation, liability, rights, privileges and immunities of a corporation not for profit.

ARTICLE I

NAME OF CORPORATION

The name of this corporation shall be TIGER CREEK OWNERS ASSOCIATION, INC.

ARTICLE II

PURPOSE

The purposes for which this corporation is organized are as follows: Saddlebag Lake Resorts, Inc. is developing certain property located in Sections 14, 15, 23, 24and 25, Township 30 South, Range 28 East, all of which property is located in Polk County,Florida, and which property will be known as Tiger Creek Forest Subdivision. Saddlebag Lake Resorts, Inc. will by filing plats in the public records of Polk County, Florida dedicate to the perpetual use of the owners in said subdivision easements for streets or roads and public utilities; and will convey certain property to this corporation to be owned and maintained by this corporation for the use and benefit of the members of this corporation as the agent of said members. This corporation shall maintain said property together with the streets and roads in said subdivision and shall make an assessment against each tract, lot or parcel for the maintenance of said streets, roads and other common property; and shall promote and protect the peace, quiet, happiness and standards of living of members of this corporation and will enforce covenants and restrictions applicable to said real property for the common benefit and will do all and everything else authorized by law to promote the general interest of the members of the Association as are authorized by the laws of the State of Florida pertaining to non-profit corporations.

ARTICLE III

MEMBERSHIP

Qualification of members, the manner of their admission and voting by members shall be as follows:

1. The corporation shall be organized without capital stock nor shall the corporation have or issue shares of stock. No dividends shall be paid and no part of the income of the corporation shall be distributed to its members, directors, or officers, except however, the corporation may pay compensation in a reasonable amount to its members, directors and officers for services rendered, outside their duties as directors.

2. Saddlebag Lake Resorts, Inc. shall, by filing plats, deeds of conveyance, leases, and/or declarations of covenants and restrictions require that all persons owning property in those areas described in Polk County, Florida, in fee simple, or an undivided interest in the fee of property in said area, shall be members of this corporation. Once a plat, deed or conveyance or declaration of restrictive covenants has been filed as to a parcel of land located in said area of Polk County, Florida, requiring that owners of said land be members of this corporation, then persons shall become members of this corporation by the recording in the public records of Polk County, Florida, of a deed or other instrument establishing a change of record title to a tract, lot or parcel of property located therein whereby the devise, heir, grantee, or assignee becomes the owners of the simple title to said parcel, and upon delivery to the corporation of a certified copy of such instrument, the new owner designated by said instrument, thereby becomes a member of the corporation and the membership of the prior owner shall at that time be terminated.

3. The interest of any member in any part of the real property or in the funds or assets of the corporation cannot be conveyed, assigned, mortgaged, hypothecated or transferred in any manner except as an appurtenance to the said real property owned by them in said described property located in Polk County, Florida.

4. Each owner of a tract, parcel or lot, not delinquent on payment of prior year(s) assessments, shall be entitled to one vote at meetings of the membership of the corporation for said tract, parcel or lot so owned. In the event that more than one individual or a corporation own said parcel, said owners shall file a designation with the Secretary of the corporation indication which of said owners or which corporate agent will cast the vote as to said tract, parcel or lot.

ARTICLE IV

CORPORATE EXISTENCE

                             This corporation shall have perpetual existence unless sooner dissolved by law.

ARTICLE V

SUBSCRIBERS

The names and addresses of each subscribe to these Articles of Incorporation are:

R. E. Byrd 210 Overview Drive, La Belle, Florida

W. R. Howard 270 Riveria Vista, La Belle, Florida

Beatrice W. Boyle 270 Ford Avenue, La Belle, Florida

ARTICLE VI

OFFICERS

The affairs of the corporation shall be managed by a president, vice president, secretary, treasurer, and assistant secretaries and assistant treasurers and such other officers as may be authorized by the Board of Directors. Said officers shall be elected annually or as otherwise provided in the By-Laws of the corporation. The first officers of the corporation shall serve until such time as they resign, are removed or their successors are elected and they shall be:

President R. E. Byrd

Vice President W. R. Howard

Secretary/Treasurer Beatrice W. Boyle

ARTICLE VII

NUMBER OF DIRECTORS

1. The business of this corporation shall be conducted by a Board of Directors of not less than three nor more than nine, the exact number of directors to be fixed by the By-Laws of the corporation.

2. The election of directors, their removal or the filling of vacancies on the Board of Directors shall be in accordance with the By-Laws of this corporation.

ARTICLE VIII

NAMES AND POST OFFICE ADDRESSES OF DIRECTORS

The names and addresses of the members of the first Board of Directors who shall hold office pursuant to the terms and provisions of these Articles of Incorporation and the By-Laws of this corporation and until their successors are elected or appointed and have qualified shall be:

B. H. Griffin, Jr. Residence: 10 Lake Byrd Blvd. Avon Park, Florida

Mailing Address: P.O. Box 368 Frostproof, Florida

B. H. Griffin, III North Reedy Boulevard, (P.O. Box127) Frostproof, Florida

R. E. Byrd 210 Riverview Drive, (P.O. Box 272) La Belle, Florida

W. R. Howard 270 Riveria Vista, (P.O. Box 96) La Belle, Florida

Beatrice W. Boyle 270 Ford Avenue, (P.O. Box 395) La Belle, Florida

ARTICLE IX  

 AMENDMENTS TO BY-LAWS AND ARTICLES OF INCORPORATION

(a) The initial By-Laws of the corporation shall be adopted by the first Board of Directors. Thereafter the By-Laws of the corporation and these Articles of Incorporation may be altered, changed or amended by the voting members of the corporation at any regular or special meeting called for that purpose, provided that fifteen (15) days written notice has been given of such meeting, which notice must contain the proposed change or changes to be submitted for consideration; said notice shall be mailed by United States mail to the latest address on file with the corporation of such member. All such proposed alterations, changes or amendments of the By-Laws or Articles of Incorporation must receive the affirmative vote of a majority of the voting members present and voting as such meeting.

(b) Amendments to the Articles of Incorporation, when approved by the members must also be forwarded to the Secretary of the State of Florida and filed and approved by him before the same shall become effective.

ARTICLE X

POWERS

1. To operate and manage those properties owned, controlled by or conveyed to it for the common good of members of the corporation.

2. To carry out all the powers and duties vested in the corporation pursuant to these Articles and the By-Laws of the corporation and in declarations of covenants and restrictions filed as to said lands referred to above.

3. To do all things necessary to carry out the operation of the corporation as a natural person might or could do and to exercise and enjoy all the powers, rights and privileges granted to or conferred upon corporations of similar character by the provisions of Section 617.021, Florida Statutes.

4. No compensation shall be paid the directors for their services as directors. Compensation may be paid to a director in his or her capacity as an employee or for their services rendered to the corporation outside of his or her duties as a director or officer. In this case, however, said compensation must be approved in advance by the Board of Directors but the director to receive said compensation shall not be permitted to vote on said compensation. The directors shall have the right to set and pay all salaries or compensation to be paid to officers, employees or agents or attorneys for services rendered to the corporation.

5. All funds and title for all interests in property acquired by the corporation, whether fee simple or lease hold in nature, and the proceeds thereof shall be held in trust for members of the corporation.

6. The corporation shall not be authorized to make any unreasonable accumulations of cash or assets as determined by the Internal Revenue Code or the rules and regulations and acts pursuant thereto.

ARTICLE XI

ASSESSMENTS AND REFUNDS

The Board of Directors shall have the power to levy and make an assessment upon the several tracts, lots or parcels or other property which are subjected by deed, plat, lease or declaration of covenants and restrictions to membership in this corporation to provide funds to conduct the business of this corporation and to accomplish its purposes. The word "tracts", "lots" or "parcels" when used in these Articles of Incorporation means platted or unplatted tracts, lots or parcels of property filed by Saddlebag Lake Resorts, Inc., or its successors or assigns or conveyed by Saddlebag Lake Resorts, Inc., or leased by Saddlebag Lake Resorts, Inc., as subjected in said plat, lease, deed or declaration of covenants and restrictions to membership in this Corporation. All unpaid assessments levied by the Board of Directors shall be and remain, until paid, a lien upon and against said tracts, lots or parcels, provided such lien shall not be effective against any person, firm or corporation contracting, purchasing, extending credit upon or other wise dealing with the tract, lot or parcel, unless and until notice of such lien is recorded by the corporation in the public records of Polk County, Florida, and the cost of recording shall be added to the lien. No membership may be transferred on the records of the corporation until paid assessments on the tracts, lots or parcels for which lien shall have been so recorded has been paid. All assessments paid by the owners or lessees of parcels for the construction of improvements, maintenance and operation of the corporation's interests shall be utilized by the corporation to pay for the cost of said construction, maintenance and operation. The corporation shall have no interests in any funds received by or through assessments from the owners of individual tracts, lots or parcels or leases of individual tracts, lots or parcels except to the extent necessary to carry out the powers vested in it as agent for said members.

The corporation shall make no distribution of its income to its members, directors or officers, except as salary for services rendered as provided for herein and in the By-Laws of the corporation. The corporation shall be conducted as a non-profit corporation.

Any funds held by the corporation from its receipts, over and above common expenses shall be known as common surplus of the corporation and the same shall be held for the use and benefit of its members.

Upon termination, dissolution or final liquidation of this corporation, the distribution to the members of this corporation of the common surplus shall not constitute or be deemed to be a distribution of income.

ARTICLE XII

INDEMNIFICATION

Every director and officer of the corporation shall be indemnified by the corporation against all expenses, liabilities, including attorneys fees, reasonably incurred 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, or any settlement thereof, whether or not he is a director or officer at the time his expenses are incurred, except in such cases where the director or officer is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties; provided, however, that in the event of a settlement, the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the corporation. The foregoing right of indemnification shall be in addition to and not exclusive to all of the rights to which said director or officer may be entitled.

ARTICLE XIII

PRINCIPAL OFFICER

The principal office of this corporation shall be at 640 South Main Street, La Belle, Hendry County, Florida 33935, or such other place as may be designated by the Board of Directors.

We, the undersigned, being each of the original subscribers to these Articles of Incorporation herein before named for the purpose of forming a corporation to transact business, both within and without the State of Florida, and in pursuance of the laws of the State of Florida, do make and file this Certificate, hereby declaring and certifying that the facts stated therein are true, and accordingly we have set our hands and seals, the 9th day of June 1980.

R. E. Byrd

W. R. Howard

Beatrice W. Boyle