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HomeMy WebLinkAboutArticles of IncorporationAUG; 2_0l ,THi1 5 : 06 Pt! ?rvra000s. 7 y ARTICLES OF INCORPORATION OF PUBF_ICIDA© $ARMieN7D OF ROU.,Tri ,F1J RIDA, A Florida Corporation The undersigned incorporator, for the purpose of forming a pursuant to the laws of the State of Florida, Florida Statutes, Chapter adopts the following Articles of incorporation: A8T4CF r -BAME The name of the Corporation is P blickI pf S lento of south corporation. F asida, IN INC. ALE �i - MALUNO A©!RF ct The Corporation's mailing address is: 2012 Fisher Island DrJva, fisher leiend, Florida 33109. AanCLFAII.Ohl The Corporation shall have perpetual existence. AOT+CJ.E 1" o� �aa„nE The purposes for which the Corporation is organized is to transact any or all lawful business for which corporations may be organized under Florida Statutes, Chapter 807. The Corporation shall have the authority to issue one class of stock only. Tha aggregate number of shares which the Corporation shall have authority to issue is 1,000 shares of common stock, Each share shall have a par value of S1.00. ARTICLE 1fr - PAF46dlyTLVE Rtcocrs Thera oha!i be no pre-emptive rights granted t4 the shareholders upon the sale of any stook by env shareholder or the issuance of any stook by the Corporation. AFRTICLF Vil - RF[3[ATFRFr] ACFNT The street address of the Initial registered agent of the Corporation is 600 Corporate Drive, Suite 510, Fort Lauderdale, Florida 33334. The initial Registered Agent at such address is William G. Salim, Jr. INC. corporation 607, hereby ., a Florida AUG: 2-0E , HU 5:06 PE j/O4z 7gb7.Ay P. 3 kejkal 1. the property, business and affairs of the Corporation shell be managed by a Board which shalt consist of not leas than one (1) director. The Byraws may provide for a method of determining the number of diree'tors from time to time. in the absence of a determination as to the number of directors, the Board shall consist of one ill director. Directors are not required to be shareholders of the Corporation. 2. Directors may be removed end vacancies on the Board of Mat -tors shell be filled in the manner provided by the Bylaws. 3. The initial Board of Directors shall consist of one (t} director. The name and address of the initial Director is: Barry Kutun, 2012 Island Drive, Fisher Island, Florida 33109. AI LF.i)x;Wc:nR2DRATeR The name and street address of the Incorporator is: William G. Salim, Jr., 6D0 Corporate Drive. Suite 61D, Fort t.auderdale, Florida 33934, The officers of the Corporation shall be a president, vice president, secretary, treasurer and such other officers as the Beard of Directors may from time to time by resolution create, The officers shall serve at the pleasure of the Board of Directors, and the Bylaws may provide for the removal from office of officers, for fining vacancies, and for the ditties of the officers, Any person may hold more than one office, AancuiLdignalbamAnau 1. Ths Corporation shall indemnify any person who was or le a party, or la threatened to ha made a party, to any threatened, pending or contemplated action, suit or proceeding, whether civil, arimine!, administrative or investigative (other 'then an action by or in the right of the Corporation by reason of the fact that he is or was a director, employee, officer or agent of the Corporation, against expenses (including attorneys' fees}, Judgments, fines end amounts paid In settlement actually and reasonably incurred by him In connection with the action, suit or proceeding if ha acted In good faith and in a mariner he reasonably believed to be in, or not opposed to, the best interot of the corporation; and with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct was unlawful; except, that no indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been adjetdged to be liable for gross nqfigance or willful misfeasance or malfeasance in the performance of his duties to the Corporation unless and only to the extent that the Court in which the action or suit wee brought shall determine, upon application, that despite the adjudication of iiatlfty, but In view of all the circumstances of the case, such person is fairly end 2 } cloC.cv�,67,37 AUG; 2-Ol .mili3 5 ; 07 PM aiaaxaTGr vq P, 4 reasonably entitled to indemnity for such expences which the court shall deem proper. The termination of any action. suit or proceeding by settlement, conviction, or upon a plea of nclo contendere or its equivalent, steal not, In and of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interest of the Corporation; and with respect to any criminal action or proceeding, that he had no reasonable cause to believe that his conduct was unlawful. 2. To the extent that a director, officer, employee or agent of the Corporation has been suoceasful on the merits or otherwise In defense of any action, suit or proceeding referred to in Paragraph 1 above, or fin defense of any oleirn, issue or matter therein, he shell be indemnified against expenses (including attorneys' fees end appellate attorneys' feesi actually and reasonably incurred by him in connection therewith. 3. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the fined dlspositfon of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of en undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless It shall ultimately be determined that he fa entitled to be indemnified by the Corporation as authorized herein. 4. The indemnification provided herein shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the laws of the State of Florida, any Bylaw, agreement, vote of members or otherwise, and es to action taken in an official capacity while holding office, shall continue as to a pe3rson who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. 5. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who la or was <a director, officer, employee or agent of the Corporation, or is or was salving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, Joint Venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, as arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the orovisione of this ArtfoIe. APTI(1Exir_Fly) ANYA The first Bylaws shell be adopted by the Board of Directors and may be altered, amended or rescinded by the Directors and/or the shareholder° in the manner provided by the Bylaws, 3 AUG: 2-OI.THU 5:08 PM AELTICLEAtilEblEHAENTS Amendments to these Articles of incorporation shalt be made in the fallowing manner, except as otherwise provided by law; 1, The hoard of Directors shalt adopt a resolution setting froth the proposed amendment end, if shares have been iraued, directing that It be submitted to a vote at a meeting of the shareholders, which may be either the annual or a special meeting. if no shares have been issued, the amendment shall be adopted by a vota of the majority of the Directors and the provisions for adoption by shareholder shall no apply. • 2, Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each shareholder of record entitled to vote thereon within the time and In the manner- provided by Florida Statutes, Chapter 607, for the giving of notice of meetings cif shareholders. if the meeting is an annual meeting, the proposed amendment or such summary may be included in the notice of such annual meeting. a. At such meeting, a vote of the shareholders entitled to vote thereon shall be taken on the proposed amendment. Theproposed adopted upon receiving the affirmative vote of the hotel ro majority amendment shall ebe s entitled to vote thereon, majority of the shares 4. Any number of amendments may be aubmittsd to the shareholders and vetted upon by them at any oho meeting. 6. If all of the directors and all of the shareholders of the Corporetiort eligible to vote sign a written statement amendment to the Articleeg of Incorporationmanifesting !hair intention that an thereby be adopted as rough the requirements set forth aboe adopted, ve had been tho amendment hall 8. The shareholders may amend the Articles of incorporation without an act of the directors at a meeting for which notice of the changes to be made is given. 7. Articiee of Amendment shalt be prepared and shall be exerted by the Corporation by its President or Woe President end by its Secretary or are assistant secretary, and acknowledged by one of the officers signing such Articles, end shall sat forth: A, The name of the Corporation, 8. The amendment so adopted. C. The date of the adoption of the amendment by the shareholders or by the Board of bireators when no shares have been issued. 4 J/d ic:700c e• 7 1f AUG. 2-0I,11U 5 : C8 PM P. 6 D. if euoh amendment ,provides for an exchange, canceliabon of Wined shares, and if the m • manner or same Shall be affected 1s not bet forth within$niter In amendment, the then a statement of the manner in whiclht the a e shell to affected. the same shall be 8, if the amendment is made bythe r Issuance of any shares, en Articles e ofincorporator or Directed:3) before the incorporator or Directorte}, es the case me Im, nd shallment shall beexecuted Y � and shall set forth: by the A. The name of the Corporation. R. The amendment so adopted end the date of the adoption. • C. Airectorbeterrr hae theamendment Is made by issuance of any shares the Incorporator or 8, The Articles of Amendment shall be delivered to State of the State of Rorlda. Upon the filing of the Articles of Amendment by Department of State, the am the DepaCtrilent of Incorporation shall be deemed t a be ended accordingly.elf active and the Artlol the WHEREFORE, the Incorporator hes executed these Articles of incorporation this _a .: day of July, 2001. or: As incorporator i, William G. Sailm. Jr., accept appointment es the Initial registered agent the Corporation and 1 am familiar with, and accept, the obligations of a registered agent provided for in SoctIon 607,325 of the Florida Statutee, As Registered Agent :to cn W4.01,1.1..,,,,,,,, i i AUGy 2-0I.TRu 5:Os P} d0/ ??7 K STATE OF FLORIDA COUNTY OF SROWARD SS; The foregoing tr�sfrument was acknowledged before me this 3t s 20o1, by William G. Salim, Jr. as Incorporatord, of J iy is personalty known by ma or t 1 produed and Initial Registered Agent, who as identification. My Commission Expires: Cards LeIberitt . rya •cossrass - 4) 41141444 Aladin to.. to NOTARY PUBLIC, STA't'ir OFF f iOA Print Name: CommistfonNo. P. 7 1