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-3.30 — Ex-3.30: Articles of Incorporation of Perlican Bay Properties, Inc.
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EXHIBIT 3.30
ARTICLES OF INCORPORATION
OF
PELICAN BAY PROPERTIES, INC.
The undersigned hereby associate themselves for the purpose of becoming a
corporation under the laws of the State of Florida by and under the provisions
of the Statutes of the State of Florida, providing for the formation, liability,
rights, privileges and immunities of a corporation for profit.
ARTICLE I.
The name of the corporation shall be:
PELICAN BAY PROPERTIES, INC.
ARTICLE II.
This corporation shall have perpetual existence unless sooner dissolved
according to law.
ARTICLE III.
The corporation may engage in any activity of business permitted under the
laws of the United States and of the Laws of the State of Florida.
ARTICLE IV.
Authorized Shares.
Number. The aggregate number of shares that the corporation shall have the
authority to issue is five-thousand (5,000) shares of Capital Stock with a par
value of One Dollar ($1.00) per share.
2
Initial issue. Five hundred (500) shares of the Capital Stock of the
corporation shall be issued for cash at a par value of One Dollar ($1.00) per
share.
Stated capital. The sum of the par value of all shares of Capital Stock of
the corporation that ;have been issued shall be the stated capital of the
corporation at any particular time.
Dividends. The holders of the outstanding capital stock shall be entitled
to receive, when and as declared by the Board of Directors, dividends payable
either in cash, in property, or in shares of the capital stock of the
corporation.
No classes of stock. The shares of the corporation are not to be divided
into classes.
No shares in series. The corporation is not authorized to issue shares in
series.
ARTICLE V.
The initial street address in Florida of the initial registered office of
the corporation is 7360 Trail Blvd., North, Naples, Florida, 33490, and the name
of the initial registered agent at such address is Ross P. Obley.
ARTICLE VI.
The initial board of directors shall consist of three (3) members, who
need not be residents of the State of Florida or shareholders of the
corporation.
3
ARTICLE VII.
The names and addresses of the persons who shall serve as directors until
the first annual meeting of shareholders, or until their successors shall have
been elected and qualified, are as follows:
R.L. Hofmann 3300 University Drive
Coral Springs, FL 33065
R.C. McKinley 3300 University Drive
Coral Springs, FL 33065
Ross P. Obley 7360 Trail Blvd., North
Naples, FL 33490
ARTICLE VIII.
The names and addresses of the initial incorporators are as follows:
R.L. Hofmann 3300 University Drive
Coral Springs, FL 33065
R.C. McKinley 3300 University Drive
Coral Springs, FL 33065
Ross P. Obley 7360 Trail Blvd., North
Naples, FL 33490
ARTICLE IX.
Three fourths of the stockholders of the corporation shall be required for
any shareholder action.
4
ARTICLE X.
Upon Resolution of the Board of Directors these Articles of Incorporation
may be amended in the manner provided by law. Every amendment shall be approved
by the stockholders at a stockholders' meeting by vote of the stockholders
voting the majority of the stock capable of being voted, unless all stockholders
sign a written agreement manifesting their intention that a certain amendment of
these Articles of Incorporation be made.
ARTICLE XI.
The holders of the common stock of this corporation shall have preemptive
rights to purchase, at prices, terms and conditions that shall be fixed by the
Board of Directors, such as the shares of the stock of this corporation as may
be issued for money, or any property or services from time to time, in addition
to that stock authorized and issued by the corporation. The preemptive right of
any holder is determined by the ratio of the authorized and issued shares of
common stock held by the holder.
IN WITNESS WHEREOF, THE UNDERSIGNED has made and subscribed of these
Articles of Incorporation at Coral Springs, Florida, on the 12th day of March,
1979.
/s/_______________________
/s/_______________________
/s/_______________________
STATE OF FLORIDA )
: )
COUNTY OF BROWARD)
Before me, the undersigned authority, personally appeared R. L.
HOFMANN, R. C. MCKINLEY, and ROSS P. OBLEY, who are to me well known to be the
persons described in and who subscribed the above Articles of Incorporation, and
they did freely and voluntarily acknowledge before me according to law that they
made and subscribed the same for the uses and purposes therein mentioned and set
forth.
IN WITNESS WHEREOF, I have hereunto set my hand and my official
seal, at Coral Springs, in said County and State this 13th day of March,1979.
/s/_______________________
Notary Public
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