set forth in the Declaration, as same may be amended from time to time as therein provided, said Declaration being incorporated herein by reference as though set forth in its entirety herein.

B. To make, establish and enforce rules and regulations governing the use of any Common Areas.

C. Fix, levy, collect and enforce payment by any lawful means, all charges or assessments pursuant to the terms of said Declaration; to pay all expenses incident to the conduct of the business of the Association, including all licenses, taxes or governmental charges levied or imposed against any property of the Association, and, to use and expend the proceeds of regular and special assessments in the exercise of its powers and duties hereunder;

D. 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;

E. Borrow money, and with the assent of seventy—five percent (75%) 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;

F. Dedicate, sell or transfer all or any part of the Common Areas to any public agency, authority or utility for such purposes and subject to such conditions as may be provided in the Declaration;

G. Participate in mergers and consolidations with other non—profit corporations organized for the same purposes provided, however, that any such merger or consolidation shall have the assent of seventy-five (75%) of each Class of Members;

H. Enforce by legal means the obligations of the Members of the Association and the provisions of the Declaration;

I. Have and exercise any and all powers, rights, and privileges which a corporation organized under Chapter 627, Corporations Not for Profit, laws of the State of Florida, by law may now or hereafter have or exercise;

The Association is organized and shall be operated exclusively for the purposes set forth above. The activities of the Association will be financed by regular and special assessments against Members as provided in the Declaration and no part of any net earnings of the Association will inure to the benefit of any Member.

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The Developer, Parkwood South Group, Inc., and every person or entity who is a record Owner of a fee or undivided fee interest in any Residential Lot which is subject to the terms and conditions of the Declaration, as amended from time to time, shall be a Member of the Association. 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.

Transfers of membership in the Association shall be made on the books of the corporation and shall be established by recording among the Public Records of Pinellas County, Florida, a deed or other instrument establishing or transferring fee simple title to a Lot subject to the terms and conditions of the Declaration, as amended from time to time. Thereupon, the transferor’s membership in the Association shall automatically terminate.

The period of duration of this Association shall be perpetual.

Subscribers

The name and address of the subscriber is

ANTHONY J. BRUSCINO 1787 Hampton Lane

Palm Harbor, Florida 34683

The affairs and property of this corporation shall be managed and governed by a Board of Directors composed of not less than three (3) nor more than seven (7) persons who shall be Members of the Association except as provided below. The first Board of Directors shall have three (3) members, and in the future that number will be determined from time to time in accordance with the provisions of the By-laws.

The names and addresses of the persons who are to act in the capacity of Directors until the selection of their successors are:

RICHARD A. PUZZITIELLO 1787 Hampton Lane
Palm Harbor, Florida 34683

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RAYMOND J. BRUSCINO 1787 Hampton Lane
Palm Harbor, Florida 34683

ANTHONY J. BRUSCINO 1787 Hampton Lane
Palm Harbor, Florida 34683

The first members of the Board, who shall be appointed by the Developer and need not be Members of the Association, shall be the Board of Directors of the Association until the Turnover Date more particularly described in Article XII. Thereafter, the Association Members shall elect Board members in accordance with the provisions of the Bylaws.

The Developer shall have the right to appoint, designate and elect all of the members of the first Board of Directors, provided, however, the Developer shall relinquish its right to appoint Directors and shall cause the members of the first Board of Directors to resign on the Turnover Date.

The officers of this Association shall be a President and a Vice President, who shall at all times be members of the Board of Directors, a Secretary, a Treasurer and such other officers as the Board may from time to time by resolution determine. The election of officers shall take place at the first meeting of the Board of directors which shall follow each annual meeting of the Members. The names of the officers who are to serve until the first election or appointments are:

President: RICHARD A. PUZZITIELLO

Vice President: RAYMOND J. BRUSCINO

Secretary/Treasurer: ANTHONY J. BRUSCINO

No officer, Director or Member of the Association shall be or become personally liable for any debt or other obligation of this corporation except as provided in the Declaration, these Articles of Incorporation, and the Bylaws of the Association.

Every Director .and officer of the Association, and every Member of the Association serving the Association at its request, shall be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him or her in connection with any proceeding or any

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settlement of any proceeding to which he or she may be a party or in which he or she may become involved by reason of his or her being or having been a Director or officer of the Association or by reason of his or her serving or having served the Association at its request, whether or not he or she is a Director of officer or is serving at the time the expenses or liabilities are incurred; provided that in the event of a settlement before entry of judgment, and also when the person concerned is adjudged guilty of willful misfeasance or malfeasance in the performance of his or her duties, the indemnification shall apply only when the Board of Directors approves the settlement and reimbursement as being for the best interest of the Association. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights of which that person may be entitled.

The By-laws of the Association may be made, altered or rescinded at any annual meeting of the Association, or at any special meeting duly called for such purpose, on the affirmative vote of sixty—six percent (66%) of each Class of Members, except that the initial By—laws of the Association shall be made and adopted by the Board of Directors.

SECTION 1.

A. The Association shall have two (2) classes of voting Members, as follows:

Class A. Class A Members shall be all Owners of Lots (save and except for the Developer), who shall be entitled to one (1) vote for each Lot owned.

Class B. Class B Members shall be the Developer, which shall be entitled to the number of votes equal to the total number of votes outstanding in the Class A membership from time to time, multiplied by four (4). The Class B membership shall cease on the happening of any of the following events, whichever occurs first (the "Turnover Date"):

(1) On January 1, 2015; or

(2) At any time the Developer shall elect, in its sole discretion, to convert the Class B membership to Class A membership.

B. When more than one person holds an undivided fee interest in any Lot, all such persons shall be Class A Members and shall enjoy full membership rights, privileges and obligations as set forth hereinafter, and the vote for such Lots shall be

• exercised as they, among themselves, determine, but in no event shall more than one (1) vote be cast with respect to any one Lot.