Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 1.12M
Business-Combination Transaction
2: EX-3.10 Ex-3.10: Articles of Incorporation of Bay Colony 2 25K
Realty Associates, Inc.
17: EX-3.100 Ex-3.100: By-Laws of Wci Homebuilding Northeast 7 46K
U.S., Inc.
18: EX-3.101 Ex-3.101: By-Laws of Wci Marketing, Inc. 7 45K
19: EX-3.102 Ex-3.102: By-Laws of Wci Towers, Inc. 7 46K
3: EX-3.28 Ex-3.28: Articles of Incorporation of Resort at 2 28K
Singer Island Properties, Inc.
4: EX-3.30 Ex-3.30: Articles of Incorporation of Perlican Bay 5 30K
Properties, Inc.
5: EX-3.46 Ex-3.46: Articles of Incorporation of Wci 3 30K
Amenities, Inc.
6: EX-3.47 Ex-3.47: Articles of Incorporation of Wci Business 3 29K
Development, Inc.
7: EX-3.48 Ex-3.48: Articles of Incorporation of Wci 3 29K
Homebuilding, Inc.
8: EX-3.49 Ex-3.49: Articles of Incorporation of Wci 3 29K
Homebuilding Northeast U.S., Inc.
9: EX-3.50 Ex-3.50: Articles of Incorporation of Wci 3 28K
Marketing, Inc.
10: EX-3.51 Ex-3.51: Articles of Incorporation of Wci Towers, 3 30K
Inc.
11: EX-3.58 Ex-3.58: By-Laws of Tiburon Golf Ventures, Inc. 12 63K
12: EX-3.79 Ex-3.79: By-Laws of Resort at Singer Island 7 44K
Properties, Inc.
13: EX-3.96 Ex-3.96: By-Laws of Wci Architecture & Land 18 74K
Planning, Inc.
14: EX-3.97 Ex-3.97: By-Laws of Wci Amenities, Inc. 7 46K
15: EX-3.98 Ex-3.98: By-Laws of Wci Business Development, Inc. 7 46K
16: EX-3.99 Ex-3.99: By-Laws of Wci Homebuilding, Inc. 7 45K
20: EX-5.1 Ex-5.1: Opinion of Simpson Thacher & Bartlett LLP 6 34K
21: EX-5.2 Ex-5.2: Opinion of James D. Cullen 5 33K
22: EX-10.10 Ex-10.10: Retirement Agreement 3 32K
23: EX-10.11 Ex-10.11: Consulting Agreement 6 42K
24: EX-12.1 Ex-12.1: Statement Re: Computation of Ratios 1 25K
25: EX-21.1 Ex-21.1: Subsidiaries 4 32K
26: EX-23.2 Ex-23.2: Consent of Pricewaterhousecoopers LLP 1 24K
27: EX-25.1 Ex-25.1: Form T-1 18 65K
28: EX-99.1 Ex-99.1: Form of Letter of Transmittal HTML 98K
29: EX-99.2 Ex-99.2: Notice of Guaranteed Delivery HTML 34K
EX-3.46 — Ex-3.46: Articles of Incorporation of Wci Amenities, Inc.
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EXHIBIT 3.46
ARTICLES OF INCORPORATION
OF
WCI AMENITIES, INC.
The undersigned, for purposes of forming a corporation under the Florida
General Corporation Act, does hereby adopt the following Articles of
Incorporation:
ARTICLE I. NAME
The name of the corporation shall be WCI Amenities, Inc. The principal
place of business of this corporation shall be 24301 Walden Center Drive, Bonita
Springs, Florida 34134.
ARTICLE II. NATURE OF BUSINESS
This corporation may engage or transact in any or all lawful activities or
business permitted under the laws of the United States, the State of Florida or
any other state, country, territory or nation.
ARTICLE III. CAPITAL STOCK
The maximum number of shares of stock that this corporation is authorized
to have outstanding at any one time is One Thousand (1,000) shares of common
stock having One Cent ($0.01) par value per share.
ARTICLE IV. REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
shall be 24301 Walden Center Drive, Bonita Springs, Florida 34134, and the name
of the initial registered agent of the corporation is Vivien N. Hastings.
ARTICLE V. TERM OF EXISTENCE
This corporation is to exist perpetually.
ARTICLE VI. DIRECTORS
This corporation shall have three directors initially. The number of
directors may be changed from time to time in accordance with the Bylaws but
shall never be less than one. The names and addresses of the initial directors
of the corporation are:
Page 1 of 3
Jerry L. Starkey 24301 Walden Center Drive
Bonita Springs, FL 34134
James P. Dietz 24301 Walden Center Drive
Bonita Springs, FL 34134
Michael R. Greenberg 24301 Walden Center Drive
Bonita Springs, FL 34134
ARTICLE VII. SOLE INCORPORATOR
The name and street address of the sole incorporator is:
Vivien N. Hastings 24301 Walden Center Drive
Bonita Springs, FL 34134
The rights and interests of the Incorporator shall automatically terminate when
these Articles are filed with the Secretary of State.
ARTICLE VIII. INDEMNIFICATION
This corporation shall indemnify each officer and director to the full
extent permitted by law.
IN WITNESS WHEREOF, THE UNDERSIGNED, as Incorporator, hereby executes
these Articles of Incorporation on the 15th day of March, 2004.
/s/ Vivien N. Hastings
--------------------------------
Vivien N. Hastings, Incorporator
STATE OF FLORIDA
COUNTY OF LEE
BEFORE ME, the undersigned authority, personally appeared Vivien N.
Hastings, known to me and known by me to be the person described in and who
executed the foregoing and who acknowledged before me that she executed the same
for the uses and purposes therein expressed. She is personally known to me.
WITNESS my hand and official seal in the County and State last aforesaid,
this 15th day of March, 2004.
/s/ Bonnie D. Rushing
--------------------------------
Notary Public
Notary Seal
Page 2 of 3
ACCEPTANCE OF REGISTERED AGENT DESIGNATION
Having been named to accept service of process for the above stated
corporation, at the place designated in this Certificate, I hereby agree to act
in this capacity and I further agree to comply with the provisions of all
statutes relative to the proper and complete performance of my duties.
/s/ Vivien N. Hastings
--------------------------------
Vivien N. Hastings
Date: March 15, 2004
Page 3 of 3
Dates Referenced Herein and Documents Incorporated by Reference
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