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Brandywine Condominium Association

DECLARATION OF CONDOMINIUM as adopted January 2, 2006
and amended December 2, 2008, December 7, 2009 and January 23, 2012

ARTICLES OF INCORPORATION

Exhibit "C' to the Declaration of Condominium
AMENDED AND RESTATED

These are the Amended and Restated Articles of Incorporation for Brandywine Condominium Association, Inc. originally filed with the Florida Department of State the 18th day of February, 1980, under Charter Number 751089. Matters of only historical interests have been omitted. Amendments included have been added pursuant to F.S. 617.

ARTICLE ONE - NAME


The name of this corporation is BRANDYWINE CONDOMINIUM ASSOCIATION, INC. For convenience, the corporation shall be referred to in this instrument as the "Association", The Declaration of Condominium as "Declaration", these Articles of Incorporation as the "Articles", and the Bylaws of the Association as the "Bylaws".

ARTICLE TWO - PURPOSE


This corporation is organized under Chapters 617, Florida Statutes, as a not-for- profit corporation for the principle purpose of acting as the governing association of BRANDYWINE CONDOMINIUM, hereinafter referred to as the "condominium", located at 1398 S. Brandywine Circle, Fort Myers, Lee County, Florida, under the provisions of Chapter 718, Florida Statutes, the "Condominium Act", and for transacting any or all lawful business that may be transacted by said corporation under Florida law necessary or incidental to the accomplishment of its principle purpose.

ARTICLE THREE - MEMBERSHIP AND VOTING

The qualification of members, the manner of their admission, and members' voting rights shall be as follows:

1. Qualification. All owners of units in the condominium shall be members of the corporation, and no other persons or entities shall be entitled to membership. There shall be one (1) membership for each condominium unit and if there is more than one (1) record owner of a unit, then such membership shall be divided among such owners in the same manner and proportion as their ownership in the unit.

2. Establishment. Membership in the corporation shall be established by the recording in the Public Records of Lee County, Florida, a deed or other instrument establishing a change of record title to a unit in the condominium, the new owner thereby becoming a member of the corporation. The membership of the prior owner shall be hereby terminated. The corporation need not recognize membership of ownership in any person until the requirements of the Declaration with respect to change of ownership and occupancy have been met.

3. Voting. Each unit shall have one (1) vote in all matters. If multiple owners cannot agree on a vote, it will not be counted

ARTICLE FOUR - TERM

The term of the corporation shall be perpetual.

ARTICLE FIVE - BOARD OF DIRECTORS


The affairs of the corporation shall be managed by its Board of Directors. The corporation shall have the number of directors as specified in the ByLaws, who shall be elected at the annual meeting of the membership of the corporation, in the number and terms as specified in the ByLaws.

ARTICLE SIX - BYLAWS

The ByLaws of the corporation are as approved by the Board of Directors and adopted by the membership of the corporation. The ByLaws of the corporation may be made, altered and amended as provided in Article Seven of these Articles of Incorporation.

ARTICLE SEVEN - AMENDMENTS

Amendments to these articles and amendments to the ByLaws of the corporation shall be effected by the members of the corporation in the following manner.

1. Proposal, generally. An amendment may be proposed by either a majority of the Board of Directors of the corporation or by ten percent (10%) of the voting interests of the membership of the corporation.

2. Proposal, form. Proposals to amend existing provisions shall be in writing and shall contain the full text of the provisions to be amended. New words shall be underlined and words to be deleted shall be lined through with hyphens. If the proposed change is so extensive that this procedure would hinder rather than assist in the understanding of the proposed amendment, a notation must be inserted immediately preceding the proposed amendment saying "SUBSTANTIAL REWORDING OF ARTICLES OF INCORPORATION (BY- LAWS). SEE ARTICLE OF INCORPORATION (BYLAWS), ARTICLE NUMBER__________, FOR PRESENT TEXT."

3. Notice. Notice of the subject matter of proposed amendment shall be included in the notice of any meeting at which a proposed amendment is to be considered.

4. Adoption. Amendments to the Articles of Incorporation must receive approval of at least two-thirds (2/3rds) of the voting interests present, in person or by proxy, and voting at a duly called meeting of the membership of the corporation. Amendment to the ByLaws must receive approval of at least two-thirds (2/3rds) of the voting interests present, in person or by proxy, and voting at a duly called meeting of the corporation.

ARTICLE EIGHT - INDEMNIFICATION


Every officer and director of the corporation shall be held harmless and indemnified by the corporation against all expenses and liabilities, including, without limitation, reasonable attorneys' fees, incurred or imposed in connection with any proceedings to which he may be a party or in which he may become involved (or any settlement thereof) by reason of his being or having been an officer or director of the corporation, whether or not he is an officer or director at the time such expenses are incurred. The officer or director shall not be indemnified in cases where he is adjudged guilty of gross negligence, willful misconduct, nonfeasance, misfeasance, or malfeasance in the performance of his duties or shall have breached his fiduciary duty to the members of the corporation. Provided, further, that the corporation shall not be liable for their payment of a voluntary settlement unless it is first approved by the Board of Directors of the corporation. The foregoing right shall be in addition to and not exclusive of all other rights to which the officer or director may be entitled.

ARTICLE NINE - CORPORATE POWERS

The Association shall have all of the common law and statutory powers and duties of a corporation not for profit under the laws of the State of Florida, except as limited or modified by these Articles, the Declaration of Condominium, the ByLaws or the Florida Condominium Act; and shall have all of the powers and duties reasonably necessary to operate the Condominium pursuant to said Declaration as it may hereafter be amended.

ARTICLE TEN - CORPORATE EARNINGS AND AVAILS

No part of the net earnings of the corporation shall inure to the benefit of any member or individual, except through the acquisition, construction, management, maintenance, or care of corporation property, or through the rebate of the excess membership dues, fees or assessments.

IN WITNESS WHEREOF, we, the undersigned as President and Secretary of the Brandywine Condominium Association, Inc., have hereunto set our hands and seals this 2nd day of January 2,2006, for the purpose of amending and restating the Articles of Incorporation.


Association address

Brandywine Condominium Association
1398 S. Brandywine Circle
Fort Myers, FL 33919

Phone: 239-481-2326
Fax: 239-481-0744
E-Mail: brandywinecondo@embarqmail.com