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Wci Communities Inc – ‘S-4’ on 4/6/01 – EX-3.18

On:  Friday, 4/6/01, at 5:33pm ET   ·   Accession #:  950123-1-3217   ·   File #:  333-58500

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/06/01  Wci Communities Inc               S-4                  110:3.5M                                   RR Donnelley/FA

Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Wci Communities, Inc. Etal                           272   1.46M 
 2: EX-1.1      Purchase Agreement                                    50    199K 
 3: EX-3.1      Certificate of Inc.: Wci Communities as Amended       19     73K 
12: EX-3.10     C.O.I.: Wi Ultracorp of Florida, Inc.                  1     29K 
13: EX-3.11     A.O.I.: Bay Colony of Naples, Inc.                     2     32K 
14: EX-3.12     A.O.I.: Bay Colony Realty Associates, Inc.             1     26K 
15: EX-3.13     A.O.I.: Communities Amenities, Inc.                    3     32K 
16: EX-3.14     A.O.I.: Communities Home Builders, Inc.                3     32K 
17: EX-3.15     A.O.I.: Coral Ridge Communities, Inc.                  4     37K 
18: EX-3.16     A.O.I.: Coral Ridge Properties, Inc.                   7     46K 
19: EX-3.17     A.O.I.: Coral Ridge Realty, Inc., as Amended          12     61K 
20: EX-3.18     A.O.I.: Coral Ridge Realty Sales, Inc.                 9     50K 
21: EX-3.19     A.O.I.: Financial Resources Group, Inc.                3     31K 
 4: EX-3.2      Restated C.O.I.: Bay Colony-Gateway, Inc.             17     77K 
22: EX-3.20     A.O.I.: Florida Design Communities, Inc. as Amend      7     44K 
23: EX-3.21     A.O.I.: Florida Lifestyle Management Co., as Amndd    10     45K 
24: EX-3.22     A.O.I.: Florida National Properties, Inc.              4     36K 
25: EX-3.23     A.O.I.: Gateway Communities, Inc.                      2     32K 
26: EX-3.24     A.O.I.: Gateway Communications Services, Inc.          2     31K 
27: EX-3.25     A.O.I.: Gateway Realty Sales, Inc.                     3     31K 
28: EX-3.26     A.O.I.: Heron Bay, Inc.                                4     36K 
29: EX-3.27     A.O.I.: Heron Bay Golf Course Properties, Inc.         4     36K 
30: EX-3.28     A.O.I.: Jyc Holdings, Inc.                             3     33K 
31: EX-3.29     A.O.I.: Livingston Naples, Inc., as Amended            4     35K 
 5: EX-3.3      Certificate of Formation of Communities Finance        4     31K 
32: EX-3.30     A.O.I.: Livingston Road, Inc.                          3     34K 
33: EX-3.31     A.O.I.: Marbella at Pelican Bay, Inc.                  3     33K 
34: EX-3.32     A.O.I.: Pelican Bay Properties, Inc.                   3     34K 
35: EX-3.33     A.O.I.: Pelican Landing Communities, Inc.              1     29K 
36: EX-3.34     A.O.I.: Pelican Landing Properties, as Amended         9     44K 
37: EX-3.35     A.O.I.: Pelican Marsh Properties, Inc.                 2     30K 
38: EX-3.36     A.O.I.: Sarasota Tower, Inc.                           3     33K 
39: EX-3.37     A.O.I.: Sun City Center Realty, Inc., as Amended       8     41K 
40: EX-3.38     A.O.I.: the Colony at Pelican Landing Golf Club        2     33K 
41: EX-3.39     A.O.I.: Tarpon Cove Yacht & Racquet Club, Inc.         5     40K 
 6: EX-3.4      C.O.I.: First Fidelity Title, Inc.                    12     62K 
42: EX-3.40     A.O.I.: Tarpon Cove Realty, Inc.                       2     30K 
43: EX-3.41     A.O.I.: Watermark Pools, Inc.                          3     33K 
44: EX-3.42     A.O.I.: Watermark Realty Referral, Inc., as Amndd      5     38K 
45: EX-3.43     A.O.I.: Wci Communities Property Management, Inc.      3     33K 
46: EX-3.44     A.O.I.: Wci Golf Group, Inc.                           3     34K 
47: EX-3.45     A.O.I.: Wci Homes, Inc.                                3     33K 
48: EX-3.46     A.O.I.: Wci Realty, Inc.                               2     30K 
49: EX-3.47     A/R By-Laws: Wci Communities, Inc.                    14     74K 
50: EX-3.48     A/R By-Laws: Bay Colony-Gateway, Inc.                 29     82K 
51: EX-3.49     Limited Liability Co Agreement: Comm Fin Co, LLC      10     60K 
 7: EX-3.5      Certificate of Formation of Panther Developments       3     31K 
52: EX-3.50     By-Laws of First Fidelity Title, Inc.                 28     75K 
53: EX-3.51     Limited Liability Co Agreement: Panther Develop        9     61K 
54: EX-3.52     By-Laws of Pelican Landing Golf Resort Ventures       13     72K 
55: EX-3.53     By-Laws of Sun City Center Golf Properties, Inc.      16     74K 
56: EX-3.54     By-Laws of Tiburon Golf Ventures, Inc.                12     63K 
57: EX-3.55     By-Laws of Watermark Realty, Inc.                     16     74K 
58: EX-3.56     By-Laws of Wi Ultracorp of Florida, Inc.              10     59K 
59: EX-3.57     By-Laws of Bay Colony of Naples, Inc.                 14     74K 
60: EX-3.58     By-Laws of Bay Colony Realty Associates, Inc.         10     52K 
61: EX-3.59     By-Laws of Communities Amenities, Inc.                 7     51K 
 8: EX-3.6      C.O.I.: Pelican Landing Golf Resort Ventures, Inc.     4     40K 
62: EX-3.60     By-Laws of Communities Home Builders, Inc.             7     51K 
63: EX-3.61     By-Laws of Coral Ridge Communities, Inc.               7     50K 
64: EX-3.62     By-Laws of Coral Ridge Properties, Inc.               18     50K 
65: EX-3.63     By-Laws of Coral Ridge Realty, Inc.                   11     54K 
66: EX-3.64     By-Laws of Coral Ridge Realty Sales, Inc.             10     55K 
67: EX-3.65     By-Laws of Financial Resources Group, Inc.            14     74K 
68: EX-3.66     By-Laws of Florida Design Communities, Inc.           16     71K 
69: EX-3.67     A/R By-Laws of Florida Lifestyle Management Co        25     64K 
70: EX-3.68     By-Laws of Florida National Properties, Inc.           7     50K 
71: EX-3.69     By-Laws of Gateway Communities, Inc.                  27     72K 
 9: EX-3.7      C.O.I.: Sun City Center Golf Properties, Inc.          7     47K 
72: EX-3.70     By-Laws of Gateway Communications Services, Inc.      16     69K 
73: EX-3.71     By-Laws of Gateway Realty Sales, Inc.                 13     71K 
74: EX-3.72     By-Laws of Heron Bay, Inc.                             7     50K 
75: EX-3.73     By-Laws of Heron Bay Golf Course Properties, Inc.     16     74K 
76: EX-3.74     By-Laws of Jyc Holdings, Inc.                          7     50K 
77: EX-3.75     By-Laws of Livingston Naples, Inc.                     7     51K 
78: EX-3.76     By-Laws of Livingston Road, Inc.                       7     50K 
79: EX-3.77     By-Laws of Marbella at Pelican Bay, Inc.               7     53K 
80: EX-3.78     By-Laws of Pelican Bay Properties, Inc.               11     44K 
81: EX-3.79     By-Laws of Pelican Landing Communities, Inc.           7     50K 
10: EX-3.8      C.O.I.: Tiburon Golf Ventures, Inc.                    4     40K 
82: EX-3.80     By-Laws of Pelican Landing Properties, Inc.           16     71K 
83: EX-3.81     By-Laws of Pelican Marsh Properties, Inc.             10     52K 
84: EX-3.82     By-Laws of Sarasota Tower, Inc.                        7     51K 
85: EX-3.83     A/R By-Laws of Sun City Center Realty, Inc.           26     65K 
86: EX-3.84     By-Laws of the Colony at Pelican Landing Golf Club    21     77K 
87: EX-3.85     By-Laws of Tarpon Cove Yacht & Racquet Club, Inc.     27     77K 
88: EX-3.86     By-Laws of Tarpon Cove Realty, Inc.                   10     52K 
89: EX-3.87     By-Laws of Watermark Pools, Inc.                       7     50K 
90: EX-3.88     By-Laws of Watermark Realty Referral, Inc.            16     74K 
91: EX-3.89     By-Laws of Wci Communities Property Management         7     50K 
11: EX-3.9      C.O.I.: Watermark Realty, Inc., as Amended             8     40K 
92: EX-3.90     By-Laws of Wci Golf Group, Inc.                        7     51K 
93: EX-3.91     By-Laws of Wci Homes, Inc.                             7     51K 
94: EX-3.92     By-Laws of Wci Realty, Inc.                           11     55K 
95: EX-4.1      Indenture                                            152    669K 
96: EX-4.3      Registration Rights Agreement                         32    132K 
97: EX-5.1      Opinion of Simpson Thacher & Bartlett                  6     39K 
98: EX-9.1      Investors' Agreement, Dated as of November 30, 98     27    108K 
99: EX-9.2      First Amendment to Investors' Agreement                8     49K 
100: EX-10.1     Primary Tax Allocation Agreement                      12     60K  
101: EX-10.2     3rd Con A/R Senior Secured Facilities Credit Agrmt   137    497K  
102: EX-10.3     Employment Agreement: Don E. Ackerman                 10     54K  
103: EX-10.4     Employment Agreement: Alfred Hoffman, Jr.             11     61K  
104: EX-12.1     Statement Re Computation of Ratios                     1     29K  
105: EX-21.1     Subsidiaries                                           2     30K  
106: EX-23.2     Consent of Pricewaterhousecoopers LLP                  1     27K  
107: EX-23.3     Consent of Kpmg LLP                                    1     27K  
108: EX-25.1     Form T-1                                              13     60K  
109: EX-99.1     Form of Letter of Transmittal                         14     95K  
110: EX-99.2     Notice of Guaranteed Delivery                          3     36K  


EX-3.18   —   A.O.I.: Coral Ridge Realty Sales, Inc.

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EXHIBIT 3.18 ARTICLES OF INCORPORATION OF CORAL RIDGE REALTY SALES, INC. We, the undersigned subscribers, hereby associate ourselves together and make, subscribe, acknowledge and file with the Secretary of State of the State of Florida these ARTICLES OF INCORPORATION for the purpose of forming a corporation for profit in accordance with the laws of the State of Florida. ARTICLE I NAME ---- The name of this corporation for profit is CORAL RIDGE REALTY SALES, INC., (hereinafter referred to as "the CORPORATION"). ARTICLE II CORPORATE EXISTENCE ------------------- The CORPORATION shall have perpetual existence. ARTICLE III PRINCIPAL PLACE OF BUSINESS --------------------------- The principal place of business or office of the CORPORATION in the State of Florida shall be at 3300 University Drive, Coral Springs, Florida 33065. The CORPORATION shall have power to move its principal office to any other address in the State of Florida, and to establish branch offices and other places of business at such other places, within or without the State of Florida, that may be deemed expedient.
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ARTICLE IV GENERAL NATURE OF BUSINESS The nature of the business of the CORPORATION and the objects and purposes proposed to be transacted, promoted and carried on by it are as follows: (a) To carry on and engage in business as real estate brokers, house agents, land and estate agents, auctioneers, appraisers and commission agents to negotiate the sale, exchange, purchase or rental of any real or personal property or any interest therein, and to purchase or otherwise acquire or obtain the use of and to hold, own, maintain, manage, develop, sell, lease, exchange, hire, convey, mortgage or otherwise dispose of or turn to account lands and leaseholds and any interest, estates and rights in real property and any personal or mixed property, and any rights, licenses, and privileges appurtenant to such property; to erect, construct, make, improve and operate or aid or subscribe toward the erection, construction, making, improvement and operation of any and all plants, factories, buildings, warehouses, agencies, depots, offices, houses, equipment and facilities whatsoever in connection with its property or which may appertain to or appear necessary, useful, convenient or appropriate in connection with its any of its business or the business of any corporation, association, co-partnership or individual in which the CORPORATION shall be in any manner interested. (b) To lend money and negotiate loans: to draw, accept, endorse, discount, buy, sell and deliver bills of exchange, promissory notes, bonds, debentures and other negotiable instruments and securities; generally to carry on and undertake any business, undertaking, transaction or operation which may seem capable of being conveniently carried on in connection with the above or calculated directly or indirectly to enhance the value of or render profitable any property or right of the CORPORATION. (c) To borrow or raise money for any of the purposes of the CORPORATION, in such amounts as the Board of Directors may from time to time determine, to issue bonds, debentures, notes or other obligations of any nature, and in any manner for monies so borrowed without limit as to -2-
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the amount, and if and to the extent so determined, to secure the principal thereof, and the interest thereon, by mortgage upon or pledge or conveyance or assignment in trust of, the whole or any part of the CORPORATION, real or personal, including contract rights either at the time owned or thereafter acquired or in any other manner. (d) To acquire all or any part of the good will, rights, property and business of any person, firm, association or corporation heretofore or hereafter engaged in any business similar to any business which the CORPORATION has the power to conduct, to pay for the same in cash or stock or bonds of the CORPORATION or otherwise, to hold, utilize, or in any manner dispose of the whole or any part of the rights and properties so acquired, and to assume (in connection therewith) any liabilities of any such person, firm, corporation or association and conduct in any lawful manner the whole or any part of the business thus acquired. (e) To enter into, make and perform contracts of every sort and description and to do all and everything necessary or proper to attain the objects of the CORPORATION and to enhance its business and in general to carry on any lawful business permitted under the laws of the State of Florida and the United States of America either as principal, agent, or otherwise; either alone or in conjunction with others and in any part of the world. ARTICLE V STOCK The authorized Capital Stock of the CORPORATION shall consist of Five Thousand (5,000) shares of Common Stock having a par value of One Dollar ($1.00) per share. All shares of said stock shall be payable in cash. The minimum amount of capital with which the CORPORATION will commence business is Five Hundred Dollars ($500.00). -3-
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ARTICLE VI PREEMPTIVE RIGHT No shareholder of the CORPORATION shall by reason of his holding shares have any preemptive or preferential right to purchase or subscribe to any unissued shares of the CORPORATION, now or hereafter to be authorized, or any notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of any class, now or hereafter to be authorized, whether or not the issuance of any such shares, or such notes, debentures, bonds or other securities, would adversely affect the dividend or voting rights of such shareholder, other than such rights, if any, as the Board of Directors, in its discretion from time to time may grant, and at such price as the Board of Directors in its discretion may fix; and the Board of Directors may issue shares of any class of the CORPORATION, or any notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of any class, without offering any such shares of any class, either in whole or in part, to the existing shareholders of any class. ARTICLE VII BOARD OF DIRECTORS The business of the CORPORATION shall be managed by the Board of Directors, except as otherwise required by law. The Board of Directors may by resolution or resolutions passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the Directors of the CORPORATION, which to the extent provided in said resolution or resolutions or in the By-Laws of the CORPORATION, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the CORPORATION, and may have power to authorize the seal of the CORPORATION to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be started in the By-Laws of the CORPORATION or as may be determined from time to time by resolution adopted by the Board of Directors. The number of Directors of the CORPORATION, which shall never be less than three, shall be fixed from time to time by the By-Laws and may be altered from time to time by amendment of the By-Laws. In case of any increase in the number of Directors, the additional Directors subject to the provisions of these Articles shall be elected as may be provided in the By-Laws. None of the Directors need be a shareholder of the CORPORATION or a resident of the State of Florida. -4-
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The Board of Directors may make By-Laws and from time to time may alter, amend or repeal any By-Laws, but any By-Laws made by the Board of Directors may be altered, amended or repealed by the shareholders at any annual meeting or at any special meeting, provided, in the case of any special meeting, that notice of such proposed alteration, amendment or repeal is included in the notice at such meeting. The Board of Directors shall have power from time to time to ????? part out of any funds of the CORPORATION available for dividends a reserve or reserves for any proper purpose, and to abo???? such reserve in the manner in which it was created and to fix and determine and to vary the amount of the working capital of the CORPORATION, and to direct and determine the use and disposition of the working capital and of any surplus or net profits over and above the capital stock paid in. The shareholders and the Board of Directors shall have power to hold their meetings and to keep the books, documents and papers of the CORPORATION outside of the State of Florida and at such place or places as from time to time may be provided by the By-Laws, except as otherwise required by the laws of the State of Florida. The Board of Directors from time to time shall determine whether and to what extent and at what times and places, and under what conditions and regulations the accounts and books of the CORPORATION or any of them shall be open to the inspection of the shareholders, and no shareholder shall have any right to inspect any account, book or document of the CORPORATION, except as conferred by statute or as authorized by resolution of the Board of Directors. In the absence of fraud, no contract or other transaction of the CORPORATION shall be affected or invalidated in any way by the fact that any of the Directors of the CORPORATION are in anywise interested in or connected with any other party to such contract or transaction or are themselves parties to such contract or transaction, provided that such interest shall be fully disclosed or otherwise known to the Board of Directors at the meeting of said Board at which such contract or transaction is authorized or confirmed, and provided further that at the meeting of the Board of Directors authorizing or confirming such contract or transaction there shall be present a quorum of Directors not so interested or connected and such contract or transaction shall be approved by a majority of such quorum. Any contract, transaction or act of the CORPORATION or of the Board of Directors or of any committee thereof, which shall be ratified by a majority of a quorum of the shareholders of the CORPORATION having voting power at any annual meeting or any special meeting called for such purpose shall be as valid and as binding as though ratified by every shareholder of the CORPORATION. Any Director of the CORPORATION may vote upon any contract or other transaction between the CORPORATION and any subsidiary or affiliated corporation without regard to the fact that he is also a Director of such subsidiary or affiliated corporation. -5-
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ARTICLE VIII DIRECTORS The names and post office addresses of the Directors of the CORPORATION, who shall hold office for the first year, or until their successors are chosen, whichever first occurs, shall be: H. J. Frazier 3300 University Drive, Coral Springs, Florida 33065 R. L. Hofmann 3300 University Drive, Coral Springs, Florida 33065 A. N. Malanos 3300 University Drive, Coral Springs, Florida 33065 R. C. McKinley 3300 University Drive, Coral Springs, Florida 33065 ARTICLE IX OFFICERS The Officers of the CORPORATION shall be a President, a Vice-President, a Secretary and a Treasurer, and such other officers as the Board of Directors may from time to time by resolution create. Any two (2) or more officers may be held by the same person, except the offices of President and Secretary. Officers shall be elected annually by the Board of Directors for one (1) year terms in accordance with the procedure set forth in the By-Laws. The names of the officers who are to manage the affairs of the CORPORATION under the direction of the Board of Directors until the annual meeting of the Board of Directors to be held in the year 1982, and until their successors are duly elected and qualified are: A. N. Malanos President P. L. Britton Vice-President G. S. Sollitto Vice-President & Assistant Secretary J. B. Story Controller & Assistant Secretary R. C. McKinley Treasurer R. K. Stevens Secretary R. T. Wade Assistant Secretary -6-
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ARTICLE X ASSIGNMENT The original incorporators of the CORPORATION and the subscribers to its capital stock shall have the right, after the CORPORATION is incorporated, to assign and deliver their subscription of stock herein to any other persons who, or corporation which, may hereafter become subscribers to the capital stock of the CORPORATION, and, upon acceptance of such assignment, such assignee or assignees shall stand in lieu of the original incorporators and subscribers and assume and carry out all of the rights, liabilities and duties entailed by said subscriptions subject to the laws of the State of Florida and the execution of this power. ARTICLE XI LIMITATION OF LIABILITY The private property of the shareholders shall not be subject to the payment of corporate debts to any extent whatever, and no shareholder, whose shares are fully paid, shall be personally liable to the creditors of the CORPORATION for debts of the CORPORATION. ARTICLE XII INDEMNIFICATION The By-Laws of the CORPORATION may provide that in order to induce officers and directors of the CORPORATION to continue to serve as such to induce others to serve as officers and/or directors of the CORPORATION or any subsidiary and in consideration of such service, the CORPORATION shall indemnify and hold harmless each person serving the CORPORATION or any subsidiary as an officer or director at the time of the adoption of such By-Law provision or thereafter, from and against any and all claims and liabilities to which he may be or become subject by reason of his being or having been such director and/or officer at any time as aforesaid and/or by reason of his alleged acts or omissions as such officer and/or director as aforesaid, and shall reimburse each such person for all legal and other expenses reasonably incurred by him in connection with defending against any such claims or liabilities, provided, however, that no director or officer shall be indemnified against, or be reimbursed for any expenses incurred in defending against any claim or liability as to which it is adjudged that such person has been guilty of -7-
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negligence or willful misconduct. The foregoing rights of indemnification of directors and officers shall be in addition to all other rights to which they may be entitled by law by the Certificate of Incorporation, the By-Laws or by resolution or resolutions adopted from time to time by the Executive Committee of the Board of Directors and/or the Board of Directors and/or the shareholders. ARTICLE XIII RESIDENT AGENT W. BUNTEMEYER, whose address is 3300 University Drive, Coral Springs, Florida 33065, is hereby designated Resident Agent for the service of process within the State of Florida. ARTICLE XIV SUBSCRIBERS The names and addresses of the subscribers are: 1. W. Buntemeyer, 3300 University Drive, Coral Springs, Florida 33065 2. A. N. Malanos, Same as above 3. Gregory S. Sollitto, Same as above 4. Douglas L. Vance, Same as above IN WITNESS WHEREOF the undersigned subscribers have signed these ARTICLES OF INCORPORATION this 10th day of June, 1981. /s/ W. BUNTEMEYER /s/ GREGORY S. SOLLITTO ---------------------------------- ---------------------------------- W. Buntemeyer Gregory S. Sollitto /s/ A.N. MALANOS /s/ DOUGLAS L. VANCE ---------------------------------- ---------------------------------- A. N. Malanos Douglas L. Vance -8-
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STATE OF FLORIDA ) COUNTY OF BROWARD ) I hereby certify that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared W. BUNTEMEYER, A.N. MALANOS, GREGORY S. SOLLITTO and DOUGLAS L. VANCE, well known to me to be the persons described in and who executed the foregoing instrument and acknowledged to and before me that they executed said instrument for the purposes therein expressed. WITNESS my hand and official seal this 10th day of June, 1981. /s/ [SIGNATURE ILLEGIBLE] ------------------------------------- Notary Public My Commission Expires: [SEAL]
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