Chimney Lakes

Articles of Incorporation

Chimney Lakes Owners Association

ARTICLES OF INCORPORATION OF CHIMNEY LAKES OWNERS ASSOCIATION, INC.

In compliance with the requirements of Chapter 617, Florida Statutes, the undersigned, who is a resident of Florida and who is of age, has this day voluntarily incorporated a corporation not-for-profit and does hereby certify:

ARTICLE I

NAME OF THE CORPORATION

The name of the corporation is CHIMNEY LAKES OWNERS ASSOCIATION, INC., hereafter called the "Association".

ARTICLE II

PRINCIPAL OFFICE

The principal office of the Association is located at 8351 Westport Road, Jacksonville, Florida 32244.

ARTICLE III

REGISTERED AGENT

J. Thomas Gillette III, whose address is 8351 Westport Road, Jacksonville, Florida 32244, is hereby appointed the initial registered agent of this Association.

ARTICLE IV
PURPOSE AND POWERS OF THE ASSOCIATION

This Association does not contemplate pecuniary gain or profit to the members thereof, and the specific purposes for which it is formed are to provide for maintenance, preservation and architectural control of the Lots and Common Area within that certain tract of property more fully described in the Chimney Lakes Declaration of Covenants, Conditions and Restrictions ("Property"}.

Further the Association shall promote the health, safety and welfare of the residents within the Property and any additions thereto as may hereafter be brought within the jurisdiction of this Association by recording an amendment to the Chimney Lakes Declaration of Covenants, Conditions and Restrictions in the public records of Duval County, Florida ("Declaration"). The Association shall also:

(a) exercise all of the powers and privileges and to perform all of the duties and obligations of the Association as set forth in the Declaration applicable to the Property as the same may be amended from time to time as therein provided, the Declaration being incorporated herein as if set forth at length, including without limitation, all definitions set forth in the Declaration.

(b) fix, levy, collect and enforce payment by any lawful means, all charges or assessments pursuant to the terms of the Declaration; to pay all expenses in connection therewith and all office and other expenses incident to the condut of the business of the Association, including all licenses, taxes or governmental charges levied or imposed against the property of the Association;


(c) acquire (by gift, purchase or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real or personal property in connection with the affairs of the Association;

(d) borrow money, and with the assent of two-thirds (2/3) of each class of members to mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred;

(e) dedicate, sell or transfer all or any part of the Common Area to any public agency authority or utility, for such purposes and subject to such conditions as may be agreed to by the members. No such dedication or transfer shall be effective unless an instrument has been signed by two-thirds (2/3) of each class of members, agreeing to such dedication, sale or transfer; (the rights set forth in subparagraph (g) shall not constitute the dedication, sale or transfer of the Common Area)

(f) participate in mergers and consolidations with other non-profit corporations organized for the same purposes or annex additional residential property and Common Area, provided that any such merger, consolidation or annexation shall have the assent of two-thirds (2/3) of each class of members, (notwithstanding the foregoing, Declarant, Argyle Forest, Inc. shall have the right to annex additional residential property and common area as provided in the Declaration).

(g) have the right to grant permits, licenses and easements over the common areas for utilities, roads and other purposes reasonably necessary or useful for the proper maintenance or operation of the property.

(h) have the reasonable right to enter upon any Lot to make emergency repairs or do other work reasonably necessary for proper maintenance of Lots or Common Areas.

(i) have and to exercise any and all powers, rights and privileges which a corporation organized under the non-profit Corporation Law of the State of Florida by law may now or hereafter have or exercise.

ARTICLE V

MEMBERSHIP

Every person or entity who is a record owner of a fee or undivided fee interest in any Lot which is subject by the Declaration to assessment by the Association, including contract sellers, shall be a member of the Association. In addition, Declarant, Argyle Forest, Inc., shall be entitled to membership and voting rights as elsewhere set forth. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. Membership shall be appurtenant to and may not be separated from ownership of any Lot which is subject to assessment by the Association.

ARTICLE VI

VOTING RIGHTS

The Association shall have three classes of voting membership:

Class A. Class A members shall be all Owners Multi Family Residential Lots ("MFRL") as such is defined in the Declaration, with the exception of the Declarant, and shall be entitled to one vote for each MFRL owned.

Class B. Class B members shall be Owners of Single Family Residential Lots ("SFRL") as such is defined in the Declaration, with the exception of the Declarant, and such member shall be entitled to one vote for each SFRL owned.

Class C. The Class C member shall be the Declarant Argyle Forest, Inc., who shall be entitled to three (3) votes for each Lot owned. The Class C membership shall cease and be converted to Class A or B membership on the ahppening of any of the following events, whichever first occurs:

(a) when the total votes outstanding in the Class A and B membership equal the total votes outstanding in the Class C membership; or

(b) ten years from the date of recording the Declaration.

ARTICLE VII

BOARD OF DIRECTORS

The affairs of this Association shall be managed by a Board of not less than three (3) directors who need not be members of the association. The number of directors may be changed in accordance with the provisions of the By-Laws of the Association. The names and addresses of the persons who are to act in the capacity of directors until the selection of their successors are:

Name and Address
J. Thomas Gillette, III
8351 Westport Road
Jacksonville, Florida 32244

J. Glen Marvin
8351 Westport Road
Jacksonville, Florida 32244

Donna M. Seligson
8351 Westport Road
Jacksonville, Florida 32244

At the first annual meeting at which the members are entitled to elect directors, the members shall elect in accordance with the provisions of the By-Laws.

ARTICLE VIII

DISSOLUTION

The Association may be dissolved with the assent given in writing and signed by not less than two-thirds (2/3) of each class of members. Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association was created. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any non-profit organization, association, trust or other organization to be devoted to such similar puposes. This procedure shall be subject to court approval of dissolution pursuant to Florida Statute Section 617.05.

ARTICLE IX

DURATION

The corporation shall exist perpetually.

ARTICLE X

AMENDMENTS

Amendments of these Articles shall require the assent of a majority of each class of members. When Class C membership ceases and is converted to Class A or B membership, amendment of these Articles shall require the assent of the majority of the Class A and Class B membership. Provided, however, if the Veterans Administration or the Federal Housing Administration has approved this project, so long as there is a Class C membership, all amendments to the Articles must be approved by the VA or FHA.

ARTICLE XI

OFFICERS

(a) The officers of this corporation who shall serve until the first election of their successors are as follows:

President - J. Thomas Gillette, III

Vice President - J. Glen Marvin

Secretary-Treasurer - Elaine Ising

(b) The officers of the Association shall be a President, Vice President, and a Secretary-Treasurer, and such other officers as the Board may from time to time by resolution create. Officers shall be elected for one (1) year term in accordance with the procedures set forth in the By-Laws.

ARTICLE XII

BY-LAWS

The Board of Directors shall adopt By-Laws consistent with these Articles. Such By-Laws may be amended by the Declarant on its own motion from the date hereof until control is transferred to the Class A and Class B members. By-laws may be amended at a regular or special meeting of the members by a vote of the majority of the menmbers, present in person or by proxy, except that if the Federal Housing Administration ("FHA") or Veterans Administration ("VA") have approved of Chimney Lakes, the FHA and/or VA shall have the right to veto amendments while there is a Class C membership.

ARTICLE XIII

FHA/VA APPROVAL

As long as there is a Class C membership, the following actions will require the prior approval of the FHA or VA if the FHA or VA have approved Chimney Lakes; annexation of additional properties, mergers and consolidations, mortgaging of Common Area, dedication of Common Area, dissolution and amendment of these Articles.

ARTICLE XIV

INCORPORATOR

The name and residence of the incorporator to these Articles is:

Name and Address:

Linda Connor Kane
2525 Independent Square
Jacksonville, FL 32202

IN WITNESS WHEREOF, for the purpose of forming this corporation under the laws of the State of Florida, the undersigned, has executed these Articles of Incorporation this 3rd day of December 1984.

Linda Connor Kane

STATE OF FLORIDA

COUNTY OF DUVAL

The foregoing instrument was acknowledged before me this 3rd day of December 1984 by Linda Connor Kane.

Martha McNahon
Notary Public, State of Florida

CERTIFICATE OF DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS WITHIN FLORIDA, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
_________________________________________________

IN COMPLIANCE WITH SECTION 48.091, FLORIDA STATUTES, THE FOLLOWING IS SUBMITTED:

CHIMNEY LAKES OWNERS ASSOCIATION, INC., DESIRING TO ORGANIZE OR QUALIFY UNDER THE LAWS OF THE STATE OF FLORIDA WITH ITS PRINCIPAL PLACE OF BUSINESS AT CITY OF JACKSONVILLE, COUNTY OF DUVAL, FLORIDA, HAS NAMED J. THOMAS GILLETTE, III, LOCATED AT 8351 WESTPORT ROAD, JACKSONVILLE, FLORIDA 32244, DUVAL COUNTY, AS ITS AGENT TO ACCEPT SERVICE OF PROCESS WITHIN FLORIDA.

CHIMNEY LAKES OWNERS
ASSOCIATION, INC.

By Elaine Ising - Secretary

Dated December 18, 1984

HAVING BEEN NAME 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.

J. Thomas Gillette, III

Dated: December 18, 1984