ARTICLE I:  NAME

The name of this Association shall be TIMACUAN COMMUNITY SERVICES ASSOCIATION, INC., whose present address is 1350 Orange Avenue, Winter Park, Florida 32789.

ARTICLE II:  PURPOSE OF ASSOCIATION

This Association is organized in connection with the single-family development known as Timacuan (the "Development") as evidenced by that certain Timacuan Master Declaration of Covenants, Conditions, and Restrictions therefore (the "Declaration") as amended from time to time, which is recorded in the Public Records of Seminole County, Florida.  All terms and definitions as set forth in the Declaration are hereby incorporated herein and made a part hereof.  The purpose for which the Association is organized is to maintain, operate, manage, and preserve the Development; to provide for the architectural control of the residence lots in the Development; and to promote the health, safety, and welfare of the residents of the Development.

ARTICLE III:  POWERS

The Association shall have and exercise all powers, rights and privileges set forth herein, in the Declaration, in Chapter 617, Florida Statutes, as amended, and Chapter 720, Florida Statutes, as amended.  In addition, the Association shall have the following powers which shall be governed by the following provisions:

A. The Association shall have all of the common law and statutory powers of a corporation not-for-profit which are not in conflict with the terms of the Declaration, these Articles, the Bylaws, or the Florida Statutes.

B. The Association shall have all of the powers reasonably necessary to implement the purposes of the Association, including, but not limited to, the following:
 

1. Assessments.  To fix and levy assessments on the Owners of Lots and to collect and enforce payments of such assessments.

2. Right of Entry and Enforcement.  To enter upon any portion of the Development for the purpose of enforcing by peaceful means any provisions of the Declaration, or for the purpose of maintaining or repairing any such area if, for any reason whatsoever, maintenance is required thereto.

3. Easement and Rights-of-Way.  To grant and convey to the Developer or any third party easements and rights-of-way in, on, over, or under any of the Common Areas for the purpose of constructing, erecting, operating, or maintaining the following therein, thereon, or thereunder:

a. Overhead or underground lines, cables, wires, conduits or other devices for the transmission of electricity for lighting, heating, power, telephone, or other purposes; and

b. Public sewers, storm water drains, pipes, water systems, sprinkler systems, water, heating, and gas lines or pipes, cable television lines, and security system lines; and, similar public or quasi-public improvements or facilities.

4. Employment of Agents.  To employ the services of any person or corporation as Manager, or other employees, to, as may be directed by the Board, manage, conduct, and perform the business, obligations, and duties of the Association, and to enter into contracts for such purpose.  Such agent shall have the right to ingress and egress over such portions of the Common Areas or the Development as is necessary for the performance of such business, duties, and obligations.

5. Employment of Professional Advisors.  To employ professional counsel and consultants such as, but not limited to, landscape architects, recreation experts, planners, lawyers, and accountants.

6. Create Classes of Service and Make Appropriate Charges.  To create, in its sole discretion, various classes of service and to make appropriate charges therefor for the users thereof, including, but not limited to, reasonable admission and other fees, for the use of any recreational facilities situated in the Common Areas and to avail itself of any rights granted by law without being required to render such services to those of its Members who do not assent to the said charges and to such other rules and regulations as the Board deems proper.  In addition, the Board shall have the right to discontinue any service on non-payment or to eliminate such services for which there is no demand or adequate funds to maintain the same out of charges.

7. Miscellaneous.  To sue and be sued; pay taxes; make and enter into contracts; and insure, enter into leases or concessions, and to pass good and marketable title to the Common Areas, dedicate or transfer all or any part of the Common Areas to a public agency, authority, or utility for such purposes and subject to such conditions as may be reasonable; make and execute any and all proper Affidavits for various purposes; compromise any action without leave of Court; and insure its own liability for claims against it and against its officers, directors, employees and contractors.

8. Inspection; Personal Liability.  No Member of the Board or any officer of the Association, nor any officer or director of the Developer or the Manager, shall be personally liable to any Owner or to any other party, including the Association, for any damage, loss or prejudice suffered or claimed on account of any act, omission, error or negligence of the Association, provided that such person, firm or entity has, upon the basis of such information as may be possessed by him, acted in good faith, without willful or intentional misconduct.

9. Books and Records.  To keep separate books and records in accordance with these  Articles, Bylaws, and applicable law.

ARTICLE IV:  MEMBERS

The qualification of the Members, the manner of their admission to membership in the Association, the manner of the termination of such membership, and voting by the Members shall be as set forth in the Declaration.

ARTICLE V:   VOTING RIGHTS

The Association will have two (2) classes of voting membership:

1. Class A.  Class A Membership shall include all those Owners as defined in the Declaration.  Class A Members shall be entitled to one (1) vote for each Lot in which they hold the interests required for membership by the Declaration.  When more than one Person holds the interest or interests in any Lot, all the Persons shall be Members, but the vote for the Lot shall be exercised only by that one Person who is Entitled to Vote.  In no event shall more than one vote be cast with respect to any Lot.

2. Class B.  The Class B Membership shall be BENTLEY PARK ASSOCIATES, LTD., a Florida limited partnership, its successors and or assigns, and shall be entitled to ONE HUNDRED (100) votes, which voting rights are appurtenant to its ownership of the Multi-Family Parcel.  The Class B Member shall be obligated to pay annual assessments in the amount of $46,500.00, payable in quarterly installments, as required pursuant to that certain Agreement between the Class B Member and the Association dated February 10, 1999 (the “Agreement”), a copy of which Agreement is on file with the Association; provided, however, until such time as all of the units in the Multi-Family Parcel have received a certificate of occupancy, the Class B Member shall only be required to pay annual assessments in the amount of $150.00 per unit in the Multi-Family Parcel.  The Association shall have the right to lien the Multi-Family Parcel in accordance with this Declaration if the Class B Member fails to comply with the terms and conditions of this Declaration and/or the Agreement.

3. Joint Ownership.  When any Lot is titled in the name of two or more Persons, or if two or more Persons have the same fiduciary relationship respecting the same Lot, then unless the instrument or order appointing them or creating the tenancy otherwise directs, and a copy thereof is filed with the secretary of the Association the Members will select one official representative to qualify for voting in the Association and will notify in writing the Association of the name of such individual.  The vote allocated to any Lot may not be divided or cast in any fraction, and the vote of each official representative will be considered to represent the will of all the Members with respect to that Lot.  If the Members fail to designate their official representative, the Association may accept the Person asserting the right to vote as the voting Member until notified to the contrary by the other Member(s).  Upon such notification no affected Member may vote until the Member(s) appoint their official representative pursuant to this subsection.

ARTICLE VI:  TERM

The term for which this Association is to exist shall be perpetual.

ARTICLE VII:  INCORPORATOR

The name and address of the original incorporator was: Timacuan Venture, a FloridaGeneral Partnership 201 South Orange Avenue Orlando, Florida  32801

ARTICLE VIII:  REGISTERED OFFICE AND REGISTERED AGENT

The street address of the registered office of this corporation is 5025 South Hwy 17-92, Casselberry, Florida 32707, and the name of the initial resident agent of this corporation at that address is William C. Spare c/o Mid-Florida Property Management, Inc.

ARTICLE IX:  BOARD OF DIRECTORS

The method of election of directors shall be as set forth in the Bylaws.

ARTICLE X: INDEMNIFICATION

Every Director and every officer of the Association (and the Directors and/or officers as a group) shall be indemnified by the Association against all expenses and liabilities, including counsel fees (at all trial and appellate levels) reasonably incurred by, asserted against, or imposed upon him or them in connection with any proceeding, litigation, or settlement in which he may become involved by reason of his being or having been a Director or officer of the Association, or arising in connection with the performance of his or their duties as officers or Directors, as the case may be.  The foregoing provisions for indemnification shall apply whether or not he is a Director or officer at the time such expenses are incurred.  Notwithstanding the above, in instances where a Director or officer admits or is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties, or of any acts involving criminal liability, the indemnification provisions of these Articles shall not apply. Otherwise, the foregoing rights to indemnification shall be in addition to and not exclusive of any and all rights of indemnification to which a Director or officer may be entitled whether by statute or common law.

ARTICLE XI:  AMENDMENTS

These Articles may be amended in the following manner:

1. Notice of the subject matter of the proposed amendment shall be included in the notice of any meeting (whether of the Board or the Members) at which such proposed amendment is to be considered; and

2. A resolution approving the proposed amendment may be first passed by a majority of either the Board or the Members.  After such approval of a proposed amendment by one of said bodies, such proposed amendment must be submitted to and approved by a majority of the other of said bodies.

ARTICLE XII:  CONFLICT

In case of any conflict between these Articles and the Bylaws of the Association, these Articles shall control; and in case of any conflicts between these Articles and the Declaration, the Declaration shall control.

These Articles of Amendment and Restatement were adopted by the Members as of the 12th day of February 2001, and the number of votes cast by the Members for these Articles of Amendment and Restatement was sufficient for approval.

IN WITNESS WHEREOF, the undersigned officer has hereunto affixed his hand as of the 9th day of March, 2001.
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS WITHIN THIS STATE NAMING AGENT UPON WHOM  PROCESS MAY BE SERVED

In pursuance of Chapter 48.091, Florida Statutes, the following is submitted, in compliance with said Act:
That TIMACUAN COMMUNITY SERVICES ASSOCIATION, INC., desiring to organize under the laws of the State of Florida with its principal office, as indicated in the Articles of Incorporation has named William C. Spare c/o Mid-Florida Property Management, Inc. with an address of 5025 South U.S. Hwy 17-92, Casselberry, Florida  32707, as its agent to accept service of process within this state.

Having been named to accept service of process for the above-stated Corporation, at the place designated in this Certificate, I hereby accept to act in this capacity, and agree to comply with the provision of said Act relative to keeping open said office.
DATED: March 8, 2001.        By: William C. Spare