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Prepared by and return to:
Edoardo Meloni, Esq.
Sachs, Sax & Klein, P.A.
301 Yamato Road, Suite 4150
Boca Raton, Florida 33431
For those thinking of buying a condominium you should read the Articles
of Incorporation of the Condominium Association and any ammendments
made thereto.
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
PORTOFINO-ON-THE-INTRACOASTAL CONDOMINIUM ASSOCIATION, INC.
The Portofino-on-the-Intracoastal Condominium Association, Inc. adopts
these Amended and Restated Articles of Incorporation this 3rd day of
December, 1999.
ARTICLE I.
NAME
The name of this corporation shall be:
PORTOFINO-ON-THE-INTRACOASTAL CONDOMINIUM ASSOCIATION, INC. and shall
hereinafter be referred to as the "Association".
ARTICLE II.
PURPOSE
The purpose of this Association is to manage, operate and maintain the
Portofino-on-the-Intracoastal Condominium ("Condominium"). Said
Condominium shall be operated on a non-profit basis for the mutual use,
benefit, enjoyment and advantage of the Unit Owners of said Condominium
as may be necessary or desirable from time to time as authorized by the
Declaration of Condominium, Articles of Incorporation and the Bylaws of
the Association; to purchase and own personal property; and to conduct
and transact business necessary and proper in the management, operation
and maintenance or said Condominium; all as agents of the owners of the
Condominium Parcels of the said Condominium.
ARTICLE III.
MEMBERSHIP
All owners of Condominium Parcels shall automatically become members
upon acquisition of such ownership interest, all as more fully provided
in the Declaration of Condominium, Articles of Incorporation and Bylaws
of the Association.
ARTICLE IV.
EXISTENCE AND OFFICE
The Association shall have perpetual existence. The principal office
of the Association shall be at 77 South Birch Road, Fort Lauderdale,
Florida unless changed by the Board of Directors.
ARTICLE V.
MANAGEMENT
The affairs of the Association shall be managed by the Board of
Directors, which shall elect a President, Vice-President, Secretary and
Treasurer and such other officers as may be desirable. Except as
provided in Article VI herein, Directors of the Association shall be
elected at the annual meeting of the membership, and officers shall be
appointed by the Board at the organizational meeting of the Board of
Directors following the annual meeting of the membership.
ARTICLE VI.
BOARD OF DIRECTORS
The affairs of the Association shall be managed by a Board of
Directors. The number of directors and the term of directors shall be
set forth in the Bylaws.
ARTICLE VII.
The Bylaws may be amended by either:
(a) approval by a majority of all members of the Association at any
annual or special members meeting of the Association, with said members
voting in person or by limited proxy; or
(b) approval by written agreement(s) without a members meeting by a
majority of all members of the Association.
ARTICLE VIII.
AMENDMENT
The Articles of Incorporation may be amended by either:
(a) approval by a majority of all members of the Association at any
annual or special members meeting of the Association, with said members
voting in person or by limited proxy; or
(b) approval by written agreement(s) without a members meeting by a
majority of all members of the Association.
ARTICLE IX.
CORPORATE POWERS
The Association shall have all of the powers and authority granted to
corporations not for profit under Chapter 617 of Florida Statutes; all
of the powers, authority, benefits and options granted to condominium
associations under Chapter 718 of Florida Statutes, as the same is
amended from time to time, and in addition thereto and not by way of
limitation, the Association shall also have the following authority, to
wit:
(a) To exercise complete and exclusive control in the management,
operation and maintenance of the Condominium for the use and benefit,
and as agent, of the individual owners of the Condominium Parcels.
(b) To perform all duties and functions as required by these Articles
of Incorporation, the Declaration the Bylaws of the Association, and
the Rules and Regulations of the Association, and as may be necessary
or desirable in carrying out the objectives of the Association.
ARTICLE X.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
(a) The Association hereby indemnifies any director, officer or
committee member made a party or threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, (other than one by or
in the right of the Association to procure a judgment in its favor),
brought to impose a liability or penalty on such officer or director
for an act alleged to have been committed by such officer, director or
committee member in his/her capacity as officer or director of the
Association. This indemnification shall extend to all judgments,
fines, amounts paid in settlement and reasonable expenses, including
attorneys' fees, actually and necessarily incurred as a result of such
action, suit or proceeding or any appeal therein, if such person acted
in good faith and the reasonable belief that such action was in the
best interests of The Association, and in criminal actions or
proceedings, without reasonable ground for belief that such action was
unlawful. A determination in any such action, suit or proceeding in
any manner shall not in itself create a presumption that any such
director, officer or committee member did not act in good faith in the
reasonable belief that such action was in the best interests of the
Association or that he had reasonable grounds for belief that such
action was unlawful.
The officer, director or committee member indemnified shall be entitled
to indemnification in relation to matters to which such person has been
adjudged to have been guilty of negligence or misconduct in the
performance of his duty for the Association; and further, only to the
extent that the court, administrative agency, or investigative body
before which such action, suit or proceeding is held shall determine
upon application that despite the adjudication of liability but in view
of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnification for such expenses which such
tribunal shall deem proper.
(b) The Board of Directors shall determine whether amounts for which a
director, or officer or committee member seeks indemnification were
properly incurred and whether such director, officer or committee
member acted in good faith and in a manner he reasonably believed to be
in the best interest of the Association, and whether, with respect to
any criminal action or proceeding, he had no reasonable ground for
belief that such action was unlawful. Such determination shall be made
by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding.
(c) The foregoing rights of indemnification shall not be deemed to
limit in any way the powers of the Association to indemnity under
applicable law.
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ARTICLES OF INCORPORATION PORTOFINO ON THE INTRACOASTAL CONDOMINIUM ASSOCIATION, INC.
