Articles of Incorporation

ARTICLES OF INCORPORATION OF GRANDVIEW LANDINGS HOMEOWNERS ASSOCIATION, INC.

The undersigned subscriber to these Articles of Incorporation, for the purpose of forming a corporation not-for-

profit, pursuant to Chapter 617 of the Florida Statutes does hereby adopt the following Articles of Incorporation for such

corporation:

ARTICLE I. NAME

The name of the corporation is Grandview Landings Homeowners Association, Inc., hereinafter called the

“Association.”

ARTICLE II. PRINCIPAL OFFICE

The principal office of the Association is located at 214 Hillcrest Street, Suite 2, Lakeland, Florida 33815. The

Board of Directors of the Association may change the location of the principal office of said Association from time to

time.

ARTICLE III. REGISTERED AGENT

DUANE McQUILLEN, whose address is 214 Hillcrest Street, Suite 2, Lakeland, Florida 33815, is hereby

appointed the initial registered agent of this Association.

ARTICLE IV. PURPOSE AND POWERS OF ASSOCIATION

Fairy Development, L.L.C., a Florida limited liability company (“Developer”), has developed a residential

subdivision in Polk County, Florida known as Grandview Landings, the plat of which has been recorded in Plat Book

119, Pages 40 and 41, in the public records of Polk County, Florida, which will be referred to hereinafter collectively

as the “Subdivision”. The Subdivision will be subject to the terms of that certain Declaration of Covenants, Restrictions,

Limitations and Conditions to be recorded in the public records of Polk County, Florida, which will refer to the

Association and which will be referred to herein collectively as the “Declaration”. This Association does not

contemplate pecuniary gain or profit to its members and is formed as the Association described and referred to in the

Declaration and shall have the power and responsibility to perform the maintenance and other obligations and

responsibilities specified in the Declaration, shall have the power and authority to enforce the terms, restrictions and

other provisions of the Declaration. The Association shall also have such other authority as may be necessary for the

purpose of promoting the health, safety, and general welfare of the residents, and of the owners of lots in the

Subdivision who are members of the Association.

In furtherance of such purposes, the Association shall have the power to:

(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, as the same maybe amended from time to time as therein provided, the terms

of which Declaration are incorporated herein by reference;

(b) Fix, levy, collect, and enforce payment by any lawful means of all charges and assessments pursuant

to the terms of the Declaration and the Bylaws of the Association; and pay all expenses in connection therewith, and

all office and other expenses incidental to the conduct of the business of the Association, including all licenses, taxes,

or governmental charges levied on or imposed against the property of the Association;

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, 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) Participate in mergers and consolidations with other nonprofit corporations organized for the same

purposes, provided that any such merger or consolidation shall have the assent of two-thirds (2/3) of the members;

(f) Operate and maintain the surface water management system, if any, which is permitted by Southwest

Florida Water Management District in the name of the Association; and

(g) Have and to exercise any and all powers, rights and privileges that a nonprofit corporation organized

under Chapter 617 of the Florida Statutes by law may now or hereafter have or exercise, as well as all other express and

implied powers of corporations not-for-profit.

(h) To enforce the Declaration of Grandview Landings Subdivision either on its own account or in

conjunction with other lot owners.

(i) To modify the Declaration on a reasonable basis to prevent undue hardship in the placement of any

structures upon any lot in regard to lot line setback requirements and the placement of garages with a sideyard setback.

To maintain and improve traffic control signs, subdivision and roadway name designation signs within

Grandview Landings.

(k) It shall have the right, but not the duty, to maintain improved or unimproved lots within Grandview

Landings wherein lot owners have failed to maintain same in keeping the lot free and clear of debris and trash and

unsightly weeds and litter and to assess the costs against the lot owner. It shall have an easement and license of entry

over any lot within Grandview Landings for the purpose of maintenance.

The Association shall be conducted as a nonprofit organization for the benefit of its members. The Association

is organized and shall be operated exclusively for the purposes set forth above. The activities of the Association will

be financed by assessments against members as provided in the Declaration and in accordance with the Bylaws and no

part of any net earnings of the Association will inure to the benefit of any member.

ARTICLE MEMBERS

Every person or entity who is a record owner of a fee or undivided fee interest in any lot (las defined in the

Declaration and referred to herein as “Lot”) in the Subdivision shall be a member of the Association. Membership shall

be appurtenant to and may not be separated from ownership of a Lot. Each Lot shall be entitled to one (1) vote exercised

by the owner or owners at any meeting of members of the Association in accordance with the Bylaws.

ARTICLE VI. DURATION

The period of duration of the Association shall be perpetual, unless sooner dissolved pursuant to provisions

of Florida Statutes 617, as amended.

ARTICLE VII. INCORPORATOR

The name and residence address of the incorporator is:

NAME ADDRESS

Duane McQuillen 214 Hillcrest Street, Suite 2

Lakeland, FL 33815

ARTICLE VIII. OFFICERS AND DIRECTORS

The affairs of the Association shall be managed by a Board of Directors who, except for those Directors

selected by the Developer, shall be members of the Association. The Board ofDirectors shall be elected at the annual

meeting of the Association. Vacancies on the Board of Directors may be filled until the next annual meeting in such

a manner as provided by the Bylaws. The officers shall be: a President, Vice President, Secretary, and Treasurer.

They shall be elected by the Board of Directors. The officers and members of the Board of Directors shall perform

such duties, hold office for such term, and take office at such time as shall be provided by the Bylaws of the

Association.

ARTICLE IX. INITIAL DIRECTORS

The number of persons constituting the first Board of Directors of the Association shall be three (3). The first

Board of Directors who shall serve until the first election at the regular annual meeting are:

NAME ADDRESS

Duane McQuillen 214 Hillcrest Street, Suite 2

Lakeland, FL 33815

Norma McQuillen 1210 Lake Deeson Pointe

Lakeland, FL 33805

Yvonne R. Merritt 5454 Moon Valley Drive

Lakeland, FL 33813

ARTICLE X. BYLAWS

The Bylaws of the Association may be made, altered, or rescinded as provided for in the Bylaws of the

Association. However, the initial Bylaws of the Association shall be made and adopted by the initial Board of

Directors of the Association.

ARTICLE XI. AMENDMENT OF ARTICLES OF INCORPORATION

Amendments to these Articles of Incorporation may be proposed by any member of the Association. These

Articles may be amended at any annual meeting of the Association, or at any special meeting duly called and held for

such purpose, on the affirmative vote of two-thirds (2/3rds) of the membership existing at the time of, and present at

such meeting. A copy of each amendment shall be filed with the Secretary of State, pursuant to the provisions of the

applicable Florida Statutes and a copy certified by the Secretary of State shall be recorded in the public records of Polk

Comity, Florida. Without the prior written approval of Southwest Florida Water Management District, there shall be

no amendment to these Articles of Incorporation which would affect the surface water management system, the

retention areas and drainage facilities described in the Declaration or which would affect the obligation of this

Association to maintain the foregoing.

ARTICLE XII. DISSOLUTION

The Association may be dissolved with the assent given in writing and signed by no less than two-thirds (2/3)

of the members. Upon dissolution of the Association, other than incident to 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 nonprofit corporation, association, trust or other organization to be devoted to such

similar purposes.

ARTICLE XIII. FHA/VA APPROVAL

So long as there is a Class B membership, the following actions will require the prior written approval of the

Federal Housing Administration or the Veterans’ Administration: Annexation of additional properties, merger and

consolidations, mortgaging of the assets of the Association, dedication of any of the assets of the Association for

public purposes, dissolution and amendment to these Articles of Incorporation.