PALMA DEL

OF ST. PETERSBURG, INC.

.

We, the undersigned, with other personsforming a corporation not for profit, underChapter 617 of the Florida Statutes, do agree

ART I CLE I. NAME

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J

The name ofASSOCIATION NO.5corporation shall"Association"

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J The Association is organized as a .corporation not forprofit under the terms and provisions of Chapter 617, Floridastatutes, and is a condominium association, as referred to and

authorized by section 718.111, Florida statutes. The purpose

for which the corporation is organized is to provide an entityresponsible for the operation of a condominium in pinellasCounty, Florida, known as PALMA DEL MAR V, A CONDOMINIUM

JJ

("Condominium"). The Declaration of Condominium and any

amendments thereto whereby said Condominium has or will becreated is herein called the "Declaration".J

JSection 1. The members of the Association shall con-

stitute all the record owners of residential condominium unitsin the Condominium. After receiving the approval of theAssociation, as required under the Declaration, change of

membership in the Association shall be established by record-

ing in the Public Records of Pinellas County, Florida, a deed

or other instrument establishing record title to a condominiumunit and the delivery to the Association of a certified copy

of such instrument. The owner designated by such instrument

thus becomes a member of the Association and the membership ofthe prior owner of such condominium unit shall thereupon beterminated.

JI

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OF

CONDOMINIUM ASSOCIATIOl'1 NO.5MAR

being desirous ofthe provisions of

to the following:

this corporation isOF ST. PETERSBURG,

be referred to

PALMA DEL MAR CONDOMINIUMINC. For convenience the

in this instrument as the

.ARTICLE II. PURPOSE- -- - -- - - - - ---

ARTICLEMEMBERS

III. QUALIFICATIONS OFAND MANNER OF ADMISSION

Section 2. The share of a member in the funds and assetsof the Association cannot be assigned, hypothecated, or trans-ferred in any manner whatsoever except as an appurtenance tohis condominium unit.

Section 3. The owner of each condominium unit shall beentitled to at least one (1) vote as a member of the Associa-

tion. The exact number of votes to be cast by owners of a

condominium unit and the manner of exercising voting rightsshall be determined by the bylaws of the Association.

The Association shall commence upon the filing of theseArticles of Incorporation with the Secretary of State, Stateof Florida. The corporation shall exist perpetually.j

ARTICLE V. DIRECTORS AND OFFICERS

The affairs of the Association shall be managed by its

Board of Directors. The directors and officers may lawfully

and properly exercise the powers set forth in Article "XI",sections "3" and "4", notwithstanding the fact that some or

all of them who may be directly or indirectly involved in the

exercise of such powers and in the negotiations and/or con-summation of the agreements executed pursuant to such powersare some or all of the persons with whom the corporation

enters into such agreements or who own some or all of the

proprietary interest in the entity or entities with whom the

corporation enters into such agreements. Disclosure of suchagreements by setting forth the same in the Declaration and/orthe Amended Declaration of the Condominium, as initially

declared or subsequently redeclared or amended, shall stand asan absolute confirmation of such agreements and the valid

exercise by the directors and officers of the corporation of

the powers pertinent thereto.

Section 1. The business affairs of this corporation.shall be managed by the Board of D1rectors.J Section 2. This corporation

of the Board initially. The numberfrom time to time as provided by the

may never be less than three (3).

Section 3. Directorsat the annual meeting of

~.R, 5 26 3 PtGE 11 02

ARTICLE IV. CORPORATE EXISTENCE

ARTICLE VI. BOARD OF DIRECTORS

shall have five (5)of directors may be

bylaws, but their

members

changednumber

of the Association shall be electedmembers in the manner determined by

2

the bylaws. Directors may be removed and vacancies on the

Board of Directors shall be filled in the manner provided by

the bylaws.

section 4. Xhe first election of direc~rs shall not beheld untilumt owners other than the developer own fifteenpercent (15%) or more of the units in the Condominiwn that

will ultimately be operated by the Association. The directors

named in these Articles shall serve until the first electionof directors and any vacancies in their number occurring

before the first election shall be filled by the remaining

directors. .

section 5. Directors need not be members of the. ..Assoc1.at1.on.

Section 6. The names and addresses of the initial Board.

of D1rectors are as follows:

John J. Feeley, Jr.III Fontainbleau BoulevardMiami, Florida 33172

Julio Gundian111 FontainbleauMiami, Florida

vicki E. Tucker

III Fontainbleau BoulevardMiami, Florida 33172

Ramon Diago111 Fontainbleau BoulevardMiami, Florida 33172

..J

Alice Wood6025 Sun Boulevardst. Petersburg, Florida 33715

~ . ARTICLE VII. OFFICERS

Section 1. The officers of the corporation shall be aPresident, a Vice: President, a Secretary, a Treasurer and such

number of additional Vice Presidents and other officers as may

be provided in the bylaws. The same person may hold the

offices of Secretary and Treasurer simultaneously.

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Section 2.officers of the

by the Board of

~

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O.R. 5 2 6 3 PAGE 11 0 3

Boulevard33172

The names of theAssociation untilDirectors are as

persons who are to serve astheir successors are elected

follows:

3

J

Office

PresidentVice PresidentSecreta~yTreasurer

Section 3. The officers shall be elected by the Board of

Directors at its first meeting following the annual meeting ofthe members of the Association and shall serve at the pleasureof the Board of Directors.

Section 4. The officers shall have such duties, respon-sibilities, and powers as provided by the bylaws and by

Chapter 718, Florid! Statutes.

ARTICLE VIII. BYLAWS

The membership shall adopt bylaws for the Association atthe first meeting of the Association after the approval of

these Articles of Incorporation by the Secretary of State.

Additional bylaws or alterations or rescission of the firstbylaws shall be enacted by the membership in the manner pro-

vided in the bylaws.

ARTICLE IX. AMENDMENT TO ARTICLES

The Articles of Incorporation may be amended at any

special or regular meeting by approval of not less than 75

.percent of the entire membership of the Board of Directors and75 percent of the members of the Association, or by not less

than 80 percent of the votes of the entire membership of theAssociation. Any amendment to these Articles will be votedupon only after notice of any meeting as required by the

bylaws of the Association.

ARTICLE X. INITIAL REGISTERED OFFICER

The street address of the initialthe Association is:

-J

The Tenth Floor, Florida FederalFourth street and Central Avenuest. Petersburg, Florida 33701

.J

J of theaddress

and

ation

theat

name

the

JJ,j

O.H. 5 '2 6 3 PAGE 11 0 ~Name

Jr.JohnJulioAliceRamon

J. Feeley,GundianWoodDiago

.

AND AGENT

registered

Building

office of

initial registered agent of the As~oci-is:

4- -

R. Donald Mastry

.The Associationpowers:

J section 1. All the powersSection 617.021, Florida Statutes,provisions of Chapter 718, Florida

.

Section 2. All the powers of an association as set forth

. .

~n Chapter 718, Flor~da Statutes.

section 3. To acquire and enter into agreements wherebyit acquires leaseholds, membership or other possessory or useinterests in lands or facilities including, but not limitedto, country clubs, golf courses, marinas, tennis clubs, andother recreational facilities, whether or not contiguous tothe lands of the Condominium intended to provide for theenjoyment, recreation or other use or benefit to the unitowners.

Section 4. To contract for the management and main-tenance of the condominium property and to authorize a manage-ment agent to assist the association in carrying out itspowers and duties by performing such functions as the sub-

mission of proposals, collection of assessments, preparationof records, enforcement of rules and maintenance, repair and

replacement of the common elements with funds as shall be madeavailable by the association for such purposes. The associ-

ation and its officers shall, however, retain at all times thepowers and duties granted by the condominium documents and the

Condominium Act, including but not limited to the making of

assessments, promulgation of rules and execution of contracts

on behalf of the association.

JJ

JJ section 5. To acquire by purchase or otherwise, condo-

minium units of the Condominium, subject, nevertheless, to theprovisions of the Declaration and/or Bylaws relative thereto.

J Section 6. To operate and manage the Condominium in

accordance with the sense, meaning, direction, purpose, and

J intent of the Declaration as the same may from time to time beamended, and to otherwise perform, fulfill and exercise the

powers, privileges, options, rights, duties, obligations, andJ responsibilities entrusted to or delegated to it by the

Declaration and/or Bylaws.

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J

..

O.R. 5 26 3 PAGE 11 05

. .

followlnq additional

describedto any of

inthe

set forth and

not repugnantstatutes.

5

The names and addresses of the subscribers of theseArticles of Incorporation are as follows:. .

R. DonaIThe TentFourth Sst. Pete

Roy G. Harrell, Jr.The Tenth Floor, Florida FederalFourth street and Central Avenuest. Petersburg, Florida 33701

James N. PowellThe Tenth Floor, Florida FederalFourth street and Central Avenuest~ Petersburg, Florida 33701

We, the undersigned, being each ofdo hereby subscribe to these Articleswitness8th day

of

whereof, we have hereunto set ourof Ju1 ,1980.

~

JJJJ

O.R. 5 2 6 3

PAGE 1106

ARTICLE XII. SUBSCRIBERS

MastryFloor, Florida 'Federal Building

dhtr

t and central Avenuereesburg, Florida 33701

Building

Building

the subscribers hereto,Incorporation, and in

hands and seals this

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R. DONALD MASTRY . '

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.ROY G. HARRELL, JR.~I

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STATE OF FLORIDA)

COUNTY OF PINELLAS )

it The fOreg gO1~..1;s"rumen" wain instrument was

L-. day of ~ 41 ,

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(SEAL)

J My Commission Expires:

STATE OF FLORIDA)

COUNTY OF P INELLAS )

~ The

-L- day

fOreQIO;1i,9 clyns=umenti Q instrument

of L'u. I

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(SEAL)jMy Commission Expires:

STATE OF FLORIDA)COUNTY OF PINELLAS )

f{ The foreqo~n9 instrument was acknowledged before me this~-- day of - .,~(~ , 1980, by JAMES N. POWELL.,;;; cI

(SEAL)

My Commission Expires:..J

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Q.R. 5 ~ 6 3 p~GE 11 07

beforeDONALD

me this

MASTRY.

acknowledged1980, by R:

~AA"-1,.t. 7'1. R~~"Notary PUblic. I

NOTAtY PU~LIC STAn or flOP-IDA AT W3MY Co.\\/A IS 5101-. EXPIRES JULY 21 1982

1Q'l:'[D ~U G('~1Al INS. U\'I/D[~v."tITt~

was acknowledged before me this1980, by ROY G. HARRELL, JR.

Ou:'(.,.,~ 771. ;{?~ut~~l~y-~uEII-c f'-~ /f

.~OTARY P~lIC STATf Of nO~ID... AT waMY CO.\\tl.ISSICN [X;I~S .'UlY 111982 .

cor,;~o T)'.iU ClJ.:lAl It..'S. Ut,'C;t..'.'lln~

2 «t.::::!'-l. "(!?; ~~~/f/Notary Public /

NQ1ARY PUillC STATt C1 FlCllDA AT U~MY CO,\\,...ISSIO~ [X1I~lS JUlf 2119!2

tON!X:D ~ Gl,~tAl INS. Ul::;ft\\'tITEtS

7

.

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR

THE SERVICE OF PROCESS WITHIN FLORIDA,

NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

.In compliance with section 48.091, Florida Statutes,following is submitted:

That PALMA DEL MAR CONDOMINIUM ASSOCIATION NO.5 OF

INC., desiring to organize or qualify underState of Florida, with its principal place ofCity of St. Petersburg, State of Florida, has

MASTRY, located at The Tenth Floor, Florida

Street and Central Avenue, st.

as its agent to accept service of

ST. PETERSBURG,the laws of thebusiness at the

named R. DONALDFederal Building, FourthPetersburg, Florida 33701,process within Florida.

Having been named to accept service of process for theabove-stated corporation, at the place designated in this certi-ficate, I hereby agree to act in this capacity, and I furtheragree to comply with the provisions of all statutes relative to

the proper and complete performance of my duties.

-~. . ..."

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R. DONALD MASTRY; Resident Agent for

PALMA DEL MAR CONDOMINIUM ASSOCIATIONNO.5 OF ST. PETERSBURG, INC.

Dated this.!..:::::. day of July, 1980.

~~

the

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". ,- .\ .-- "--- ,. . I~ '--,',~'.,:,"",:. '..-,;"~;-""

R. DONALD"MASTRY,- Incorporator ofPALMA

NO.5

DEL MAR CONDOMINIUM ASSOCIATION

OF ST. PETERSBURG, INC.

Dated this -~ day of July, 1980.

8

PALMA DEL

We, the undersigned,forming a corporation notChapter 617 of the

The name ofASSOCIATION NO.5corporation shall"Association".

The Association is organized as a corporation not forprofit under the terms and provisions of Chapter 617, Floridastatutes, and is a condominium association, as referred to and

authorized by section 718.111, Florida statutes. The purpose

for which the corporation is organized is to provide an entityresponsible for the operation of a condominium in pinellasCounty, Florida, known as PALMA DEL MAR V, A CONDOMINIUM

("Condominium"). The Declaration of Condominium and any

amendments thereto whereby said Condominium has or will becreated is herein called the "Declaration".

section 1. The members of the Association shall con-stitute all the record owners of residential condominium unitsin the Condominium. After receiving the approval of theAssociation, as required under the Declaration, change ofmembership in the Association shall be established by record-ing in the Public Records of Pinellas County, Florida, a deedor other instrument establishing record title to a condominiumunit and the delivery to the Association of a certified copy

of such instrument. The owner designated by such instrument

thus becomes a member of the Association and the membership ofthe prior owner of such condominium unit shall thereupon beterminated.

JJf

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'-'O.~.5263 p~GE 1109

ARTICLES OF INCORPORATION

OF

.MAR CONDOMINIUM ASSOCIATION NO.5

Q!ST. PETERSBURG, INC.

with other personsfor profit, understatutes, do agree

being desirous ofthe provisions of

to the following:Florida

ARTI CLE I. NAME

this corporation is PALMA DEL MAR CONDOMINIUM

OF ST. PETERSBURG, INC. For convenience the

be referred to in this instrwnent as the

ARTICLE II. PURPOSE

ARTICLEMEMBERS

III. QUALIFICATIONS OFAND MANNER OF ADMISSION

Section 2. The share of a member in the funds and assetsof the Association cannot be assigned, hypothecated, or trans-ferred in any manner whatsoever except as an appurtenance tohis condominium pnit.

JSection 3. The owner of each condominium unit shall be

entitled to at least one (1) vote as a member of the Associa-tion. The exact number of votes to be cast by owners of a

condominium unit and the manner of exercising voting rightsshall be determined by ,the bylaws of the Association.

ARTICLE IV. CORPORATE EXISTENCE

The Association shall commence upon the filing of theseArticles of Incorporation with the Secretary of State, Stateof Florida. The corporation shall exist perpetually.

The affairs of the Association shall be managed by its

Board of Directors. The directors' and officers may lawfully

and properly exercise the powers set forth in Article "XI",Sections "3" and "4", notwithstanding the fact that some orall of them who may be directly or indirectly involved in theexercise of such powers and in the negotiations and/or con-summation of the agreements executed pursuant to such powersare some or all of the persons with whom the corporation

enters into such agreements or who own some or all of the

proprietary interest in the entity or entities with whom the

corporation enters into such agreements. Disclosure of suchagreements by setting forth the same in the Declaration and/orthe Amended Declaration of the Condominium, as initially

declared or subsequently redeclared or amended, shall stand as

an absolute confirmation of such agreements and the validexercise by the directors and officers of the corporation of

the powers pertinent thereto.

Section 1. The business affairs of this corporationshall be managed by the Board of Directors.

Section 2. This corporationof the Board initially. The numberfrom time to time as provided by themay never be less than three (3).

Section 3. Directors.at the annual meet~ng of

\

C.R. 5 ~ 6 3 PAGE 111 Q.

ARTICLE V. DIRECTORS AND OFFICERS

ARTICLE VI. BOARD OF DIRECTORS

shall have five (5) membersof directors may be changed

bylaws, but their number

of the Association shall be electedmembers in the manner determined by

2

the bylaws. Directors may be removed and vacancies on the

Board of Directors shall be filled in the manner provided by

the bylaws.

.

section 4. The first election of directors shall not beheld until unit owners other than the developer own fifteen

percent (15%) or more of the units in the Condominium that

will ultimately be operated by the Association. The directorsnamed in these Articles shall serve until the first election

of directors and any. vacancies in their number occurring

before the first election shall be filled by the remaining

directors.

J

section 5.0 ..

Assocl.atl.on.

Section 6. The names and addresses of the initial Board

.

of D~rectors are as follows:

John J. Feeley, Jr.III Fontainbleau BoulevardMiami, Florida 33172

Julio Gundian111 Fontainbleau BoulevardMiami, Florida 33172

vicki E. Tucker

111 Fontainbleau BoulevardMiami, Florida 33172

Ramon Diago111 Fontainbleau BoulevardMiami, Florida 33172

~

Alice Wood6025 Sun BoulevardSt. Petersburg, Florida

JJ

Section 1. The officers of the corporation shall be aPresident, a vice President, a Secretary, a Treasurer and suchnumber of additional Vice Presidents and other officers as may

be provided in the bylaws. The same person may hold the

offices of Secretary and Treasurer simultaneously.

The names of the persons who are to serve asAssociation until their successors are electedDirectors are as follows:

Section 2..offl.cers of theby the Board of

D.n. 5'263PAGE 1111

Directors need not be members of the

33715

ARTICLE VII. OFFICERS

3

Office

Presidentvice PJiesidentSecretaryTreasurer

section 3... ..

DJ.rectors at J.tthe members ofof the Board of

Section 4. The officers shall havesibilities, and powers as provided by

Chapter 718, Florid! statutes.

The membership shall adopt bylaws for the Association atthe first meeting of the Association after" the approval of

these Articles of Incorporation by the Secretary of State.

Additional bylaws or alterations or rescission of the firstbylaws shall be enacted by the membership in the manner pro-

vided in the bylaws.

of votesamendment

after notice ofthe Association.

uponbylaws

ARTICLE X. INITIAL REGISTERED OFFICER AND AGENT

The street address of the initial reqistered office ofAssociation is:

The Tenth Floor, Florida Federal BuildingFourth Street and Central AvenueSt. Petersburg, Florida 33701

name of the initial registered agent of the Associ-the address is:

the

and

ation

theat

n.R. 5 2 6 3 PI-fiE 1112

Name

John J. Feeley, Jr.Julio Gundian .Alice WoodRamon Diago

The officerss first meetingthe Association

. .

DJ.rectors.

shall be elected by the Board offollowing the annual meeting ofand shall serve at the pleasure

duties,bylaws

suchthe

respon-and by

ARTICLE VIII. BYLAWS

ARTICLE IX. AMENDMENT TO ARTICLES

Incorporation may be amended atmeeting by approval of not less than

membership of the Board of Directorsmembers of the Association, or by not less

the of the entire membership of theto these Articles will be votedany meeting as required by the

of any75

and

4

R. Donald Mastry

ARTICLE XI. POWERS. .

The Association shall have the following additional

powers:

section 1. All the powers set forth and described in

section 617.021, Florida statutes, not repugnant to any of the" -- .-

prov~s~ons of Chapter 7,18, Flor~da Statutes.

section 2. All the powers of an association as set forth. ,

~n Chapter 718, Flor~da Statutes.

Section 3. To acquire and enter into agreements whereby

it acquires leaseholds, membership or other possessory or useinterests in lands or facilities including, but not limitedto, country clubs, golf courses, marinas, tennis clubs, andother recreational facilities, whether or not contiguous tothe lands of the Condominium intended to provide for theenjoyment, recreation or other use or benefit to the unitowners.

Section 4. To contract for the management and main-tenance of the condominium property and to authorize a manage-ment agent to assist the association in carrying out its

powers and duties by performing such functions as the sub-

mission of proposals, collection of assessments, preparation

of records, enforcement of rules and maintenance, repair and

replacement of the common elements with funds as shall be made

available by the association for such purposes. The associ-

ation and its officers shall, however, retain at all times the

powers and duties granted by the condominium documents and theCondominium Act, including but not limited to the making of

assessments, promulgation of rules and execution of contracts

on behalf of the association.

Section 5. To acquire by purchase or otherwise, condo-

minium units of the Condominium, subject, nevertheless, to theprovisions of the Declaration and/or Bylaws relative thereto.

section 6. To operate and manage the Condominium inaccordance with the sense, meaning, direction, purpose, and

intent of the Declaration as the same may from time to time beamended, and to otherwise perform, fulfill and exercise the

powers, privileges, options, rights, duties, obligations, andresponsibilities entrusted to or delegated to it by the

Declaration and/or Bylaws.

O.R. 5 ~ 6 3 PtGE 1113

.

.

5

ARTICLE XII. SUBSCRIBERS

The names and addresses of the subscribersArticles of Inco»poration are as follows: .

R. Donald Mastry

The Tenth Floor, Florida FederalFourth street and Central Avenuest. Petersburg, Florida 33701

.

Roy G. Harrell, Jr.The Tenth Floor, Florida Federal BuildingFourth street and Central Avenuest. Petersburg, Florida 33701

James N. PowellThe Tenth Floor, Florida FederalFourth street and Central Avenuest. Petersburg, Florida 33701

We, the undersigned, being each of the subscribers hereto,do hereby subscribe to these Articles of Incorporation, and in

witness whereof, we have hereunto set our hands and seals thisday of , 1981.

\

C.R. 5 .2 6 2 P~Gf 111 ~

of these

Building

Building

6

JSTATE OF FLORIDA)

COUNTY OF P INELLAS )

The

dayforegoing instrument wasof

(SEAL)

JMy

Commission

JJJJ

STATE OF FLORIDA

COUNTY OF PINELLAS,

The

dayforegoing

of

(SEAL)

CommissionMy

STATE OF FLORIDA)

COUNTY OF PINELLAS )

The

dayforegoingof

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(SEAL)

CommissionMy

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c.n. 5 ~ 6 3 PtGE 1115

acknowledged1981, by R.

beforeDONALD

me this

MASTRY.

Expires:

instrument was acknowledged before me this1981, by ROY G. HARRELL, JR.

Expires:

instrument was acknowledged before me this1981, by JAMES N. POWELL.

Expires:

7

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FORTHE SERVICE OF PROCESS WITHIN FLORIDA,

NAMING AGENT UPON WHOM PROCESS MAY BE SERVED. .

In compliance with section 48.091, Florida statutes, thefollowing is submitted: .

That PALMA DEL MAR CONDOMINIUM ASSOCIATION NO.5 OF

ST. PETERSBURG, INC., desiring to organize or qualify under

the laws of the State of Florida, with its principal place ofbusiness at the City of st. Petersburg, State of Florida, has

named R. DONALD MASTRY, located at The Tenth Floor, FloridaFederal Building, Fourth Street and Central Avenue, st.Petersburg, Florida 33701, as its agent to accept service ofprocess within Florida.

Having been named to accept service of process for theabove-stated corporation, at the place designated in this certi-ficate, I hereby agree to act in this capacity, and I furtheragree to comply with the provisions of all statutes relative tothe proper and complete performance of my duties.

\

o.R.5 '263 PAGE 11'16

R. DONALD MASTRY, Incorporator ofPALMA DEL MAR CONDOMINIUM ASSOCIATIONNO.5 OF ST. PETERSBURG, INC.

this day ofDated 1981.

R. OONALD MASTRY, Resident Agent forPALMA DEL MAR CONDOMINIUM ASSOCIATIONNO.5 OF ST. PETERSBURG, INC.

Dated this day of , 1991.

t

8 -