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-3.17 — A.O.I.: Coral Ridge Realty, Inc., as Amended
Exhibit Table of Contents
EXHIBIT 3.17
ARTICLES OF INCORPORATION
AND
CERTIFICATE OF INCORPORATION
OF
REALTY MANAGEMENT CORP.
-----------------------
We, the undersigned, being the incorporators of Realty Management Corp.
do hereby associate ourselves together to establish a corporation under the
Laws of the State of Florida providing for the formation, liabilities, rights,
privileges and immunities of a corporation for profit, and do make and file
these Articles and this Certificate, hereby declaring and certifying that the
facts stated herein are true, and we do hereby certify as follows:
ARTICLE I
---------
NAME OF CORPORATION
The name of the Corporation shall be: REALTY MANAGEMENT CORP.
ARTICLE II
----------
PRINCIPAL OFFICE OR
PLACE OF BUSINESS
The principal office or place of business of the Corporation in the State
of Florida is to be located at No. 716 North Federal Highway, Fort Lauderdale,
Broward County, Florida. The Corporation shall have such other offices as it
may designate from time to time at other places, both within and without the
State of Florida. The name of the Resident Agent is: J. P. Taravella, and the
address of the said Resident Agent is: No. 716 North Federal Highway, Fort
Lauderdale, Florida.
ARTICLE III
-----------
GENERAL NATURE OF BUSINESS
The nature of the business of the Corporation and the object and purposes
proposed to be transacted, promoted and carried on by it are as follows:
[ILLEGIBLE]
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 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 manufacture, purchase or otherwise acquire interest in, own,
mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade,
deal in and deal with goods, wares and merchandise and personal property of
every class and description.
(d) To acquire by purchase, subscription or otherwise, and to receive,
hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or
otherwise dispose of or deal in and with any of the shares of the capital stock,
or any voting trust certificates in respect of the shares of capital stock, or
any scrip, warrants, rights, bonds, debentures, notes, trust receipts, or other
securities, obligations, choses in action or evidence of indebtedness or
interest, issued or created by any corporations, joint stock companies,
syndicates, associations, firms, trusts or persons, public or private, or by the
Government of the United States of America, or by any foreign government, or by
any state, territory, province, municipality or other political subdivision or
by any governmental agency, and as owner thereof to possess and exercise all the
rights, powers and privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all acts and things necessary or
advisable for the preservation, protection, improvement and enhancement in value
thereof.
(e) To purchase, issue, own, hold, sell, draw, accept and discount bonds,
stocks of all kinds, promissory notes, bills of exchange, mortgages, liens,
leases, contracts in writing and other instruments evidencing any and all rights
and interests in and to any real estate, chattels, or choses in action,
including the power to exercise all the rights and privileges of owner or owners
thereof.
(f) 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 moneys so borrowed without limit as to 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 owner or thereafter acquired or in any other manner.
(g) 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 or the
Corporation or otherwise, to hold, [ILLEGIBLE] 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, [ILLEGIBLE] conduct in
any lawful manner the whole or any part of the business thus acquired.
-2-
(h) To adopt, apply for, obtain, register, purchase, lease, take
assignments or licenses of or otherwise to acquire, or obtain the use of, and to
hold, protect, own, use, develop, introduce, advertise, and exploit, and to
sell, assign, lease, grant licenses or other rights in respect to, make
contracts concerning or otherwise deal with, dispose of or turn to account any
copy rights, trade-marks, trade names, brands, labels, patent rights, letters
patent and patent applications of the United States of America or of any other
country, government or authority, and any inventions, improvements, processes,
formulae, mechanical and other combinations, licenses and privileges, whether
in connection with or secured under letters patent or otherwise, which are or
shall be necessary, convenient, advisable, or adaptable for the utilization by
the Corporation in any way directly or indirectly, of such letters patent and
patent applications, trade names, trade-marks, copyrights and pending
applications therefor, inventions, improvements, processes, formulae,
mechanical and other combinations, licenses and privileges.
(i) To purchase or acquire by gift, devise, bequest or otherwise, and to
hold, own, use, lease, mortgage, pledge, sell, convey, assign, transfer,
exchange or otherwise dispose of property of every nature and description,
real, personal or mixed, or any right or interest therein, without limit as to
amount, within or without the State of Florida.
(j) To enter into, make and perform contracts of every sort and
description, which may be necessary or convenient to the carrying on of the
business of the Corporation, with any person, firm, association corporation,
municipality, body politic, county, state or government or colony or dependency
or agent thereof.
(k) To do all and everything necessary or proper for the accomplishment
of the objects enumerated or necessary or incidental to the protection and
benefit of the Corporation and in general to carry on any lawful business
necessary or incidental to the attainment of the objects of the Corporation,
whether or not such business is similar in nature to the objects set forth
herein, provided the same be not inconsistent with the laws under which the
Corporation is organised.
(l) In general, to carry on any business and to have and exercise all of
the powers conferred by the laws of the State of Florida upon corporations
formed thereunder, and to do any or all of the things hereinbefore set forth as
principal, agent, or otherwise, either alone or in conjunction with others, and
in any part of the world.
(m) The objects and purposes specified in the foregoing clauses of this
Article III shall, except where otherwise expressed in this Article, be in no
wise limited or restricted by reference to, or inference from, the terms of any
other clause of this or any other Article of this Certificate of Incorporation,
but shall be regarded as independent objects and purposes and shall be
construed as powers as well as objects and purposes.
ARTICLE IV
STOCK
The authorized Capital Stock of this Corporation shall consist of Five
Thousand (5,000) shares of Common Stock having a par value of One ($1.00)
Dollar per share.
The minimum amount of capital with which the Corporation will commence
business is Five Hundred ($500.00) Dollars.
All shares of said stock shall be payable in cash, property, labor or
services at a just valuation to be fixed by the Board of Directors at a
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meeting called for that purpose; property, labor or services may be purchased,
or paid for, with the Capital Stock at a just valuation to be fixed by the Board
of Directors at a meeting called for that purpose.
ARTICLE V
PREEMPTIVE RIGHT
No stockholder of this Corporation shall by reason of his holding shares
of any class have any preemptive or preferential right to purchase or subscribe
to any shares of any class of this Corporation, now or hereafter to be
authorised, 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 authorised, 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 stockholder 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 this 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 stockholders of any
class.
ARTICLE VI
INCORPORATORS
The names and places of residence of each of the Incorporators are as
follows:
NAME RESIDENCE
James S. Hunt 716 North Federal Highway
Fort Lauderdale, Florida
James S. Hunt, Jr. 716 North Federal Highway
Fort Lauderdale, Florida
J. P. Taravella 716 North Federal Highway
Fort Lauderdale, Florida
ARTICLE VII
CORPORATE EXISTENCE
The Corporation shall have perpetual existence.
-4-
ARTICLE VIII
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 [ILLEGIBLE],
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 [ILLEGIBLE] the
seal of the Corporation to be affixed to all papers which [ILLEGIBLE] require
it. Such committee or committees shall have such name or names as may be stated
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 this
Certificate shall be elected as may be provided in the By-Laws.
None of the Directors need be a stockholder of the Corporation or a
resident of the State of Florida.
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 stockholders at any annual meeting or at
any special meeting, provided, in the case of any special meeting, that notice
of such proposed alterations, amendment or repeal is included in the notice of
such meeting.
The Board of Directors shall have power from time to time to set apart out
of any funds of the Corporation available for dividends a reserve or reserves
for any proper purpose and to abolish such reserve in the manner for which it
was created and to fix and determine and to vary the [ILLEGIBLE] 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 [ILLEGIBLE].
-5-
The Board of Directors may from time to time establish, re-establish,
amend, alter or repeal and may put into effect and carry out such a plan or
plans as may from time to time be approved by said Board of Directors for the
distribution among or sale to the officers and employees of the Corporation, or
any of them, in addition to their regular salaries, or wages, of any moneys or
other property of the Corporation or of any shares of stock of the Corporation,
of any class, in consideration for or in recognition of the services rendered or
labor done by such officers and employees.
The stockholders 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 stockholders, and no stockholder 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 authorising 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 stockholders of the
Corporation having voting power at
-6-
any annual meeting or any special meeting called for such purpose shall be as
valid and as binding as though ratified by every stockholder 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.
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 and to induce
others to serve as officers and/or Directors and in consideration of such
service, the Corporation shall indemnify and hold harmless each Director and
each officer, serving the Corporation 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 a
Director and/or officer of the Corporation at any time as aforesaid and/or by
reason of his alleged acts or omissions as a Director and/or officer as
aforesaid, and shall reimburse each Director and each officer of the Corporation
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 arising out of
his own negligence or wilful 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 Stockholders.
ARTICLE IX
OFFICERS AND DIRECTORS
The names and post office addresses of the officers and directors of this
Corporation, who shall hold office for the first year, or until their successors
are chosen, whichever first occurs, shall be:
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James S. Hunt President and Chairman of the Board
716 North Federal Highway
Fort Lauderdale, Florida
J. P. Taravella Executive Vice President and Director
716 North Federal Highway
Fort Lauderdale, Florida
James S. Hunt, Jr. Vice President, Assistant Secretary
716 North Federal Highway and Treasurer and Director
Fort Lauderdale, Florida
ARTICLE X
SUBSCRIBERS
The name and post office address of each subscriber and the number of
shares of stock each agrees to take are:
James S. Hunt 500 shares
716 North Federal Highway $500.00
Fort Lauderdale, Florida
J. P. Taravella 250 shares
716 North Federal Highway $250.00
Fort Lauderdale, Florida
James S. Hunt, Jr. 250 shares
716 North Federal Highway $250.00
Fort Lauderdale, Florida
ARTICLE XI
ASSIGNMENT
The original incorporators of this Corporation and the subscribers to the
capital stock shall have the right to, before or after the organization of
same, assign and deliver their subscription of stock herein to any other
persons who may hereafter become subscribers to the capital stock of this
Corporation, who, upon acceptance of such assignment, 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 subscription subject to the
laws of the State of Florida and the execution of this power.
ARTICLE XII
LIMITATION OF LIABILITY
The private property of the stockholders shall not be subject to the payment
of corporate debts to any extent whatever, and no stockholder, whose stock is
fully paid, shall be personally liable to the creditors of the Corporation for
debts of the Corporation.
-8-
ARTICLE XIII
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 and 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 negligence or wilful 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 Stockholders.
IN WITNESS WHEREOF AND OF THE FOREGOING, we have hereunto set our hands
and seals this 10th day of October, 1962.
/s/ JAMES S. HUNT (SEAL)
-------------------
James S. Hunt
/s/ JAMES S. HUNT, JR. (SEAL)
------------------------
James S. Hunt, Jr.
/s/ J.P. TARAVELLA (SEAL)
--------------------
J.P. Taravella
STATE OF FLORIDA :
SS:
COUNTY OF BROWARD :
I HEREBY CERTIFY that on this the 10th day of October, 1962, personally
came and appeared before me, the undersigned authority, JAMES S. HUNT, JAMES S.
HUNT, JR. and J. P. TARAVELLA, all to me well known, and well known by me to be
the persons of that name described in and who severally acknowledged to me that
they executed the foregoing "ARTICLES OF INCORPORATION AND CERTIFICATE OF
INCORPORATION" as their free and voluntary act and deed and for the uses and
purposes there in set forth and expressed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal on the day and year above written.
/s/ [SIGNATURE ILLEGIBLE]
----------------------------------------
NOTARY PUBLIC
My Commission Expires:
[SEAL]
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
of
REALTY MANAGEMENT CORP.
changing its name to
CORAL RIDGE REALTY, INC.
THE UNDERSIGNED CORPORATION, in accordance with Chapter 607.187 Florida
Statutes, hereby adopts the following Articles of Amendment to its Articles of
Incorporation:
ARTICLE I.
The name of the Corporation is REALTY MANAGEMENT CORP. and its Charter
Number is 263632.
ARTICLE II.
The following amendment to the Corporation's Articles of Incorporation is
hereby adopted:
Article 1 of the Articles of Incorporation is amended to read as follows:
The name of the Corporation shall be: CORAL RIDGE REALTY, INC.
ARTICLE III.
The foregoing amendment to the Corporation's Articles of Incorporation was
adopted by the Corporation's sole shareholder on the 16th day of July, 1984, in
accordance with Chapters 607.181(4) and 607.394 Florida Statutes.
ARTICLE IV.
This amendment shall take effect on the latter to occur of July 18, 1984
or filing with the Florida Department of State.
IN WITNESS WHEREOF, the undersigned Corporation has executed these
Articles of Amendment as of the 16th day of July, 1984.
REALTY MANAGEMENT CORP.
By: /s/ A.N. MALANOS
-----------------------
A.N. Malanos, President
[Corporate Seal]
Attest:
/s/ R.R. STEVENS
-------------------------
R.R. Stevens, Secretary
WRITTEN CONSENT BY SOLE
SHAREHOLDER IN LIEU OF
SPECIAL MEETING OF THE
SHAREHOLDERS OF
REALTY MANAGEMENT CORP.
The undersigned, being and constituting the sole shareholder of Realty
Management Corp., a Florida corporation, hereinafter referred to as the
"Corporation", in accordance with Chapters 607.181(4) and 607.394 Florida
Statutes, hereby consents and agrees to the following corporation action:
RESOLVED: The Corporation's Articles of Incorporation shall be amended to
change the Corporation's name to: CORAL RIDGE REALTY, INC.
FURTHER RESOLVED: The President and Secretary of the Corporation are
hereby authorized and directed to execute and file with the Florida Department
of State, in Tallahassee, Florida, Articles of Amendment to the Corporation's
Articles of Incorporation not inconsistent with the foregoing resolution.
Dated this 16th day of July, 1984.
CORAL RIDGE PROPERTIES, INC.
By: /s/ W. BUNTEMEYER
------------------------------------
W. Buntemeyer, President
Attest:
/s/ A. N. MALANOS [Corporate Seal]
-----------------------------------
A. N. Malanos, Secretary
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