Exhibit 3.82
ARTICLES OF INCORPORATION
OF
FRENCHMAN'S RESERVE COUNTRY CLUB, INC.
(A Not-For-Profit Corporation)
In compliance with Section 617.1006 of the Florida Statutes and the
laws of the State of Florida, and for the purpose of forming a not-for-profit
corporation, the undersigned does hereby acknowledge that:
ARTICLE I
NAME OF CORPORATION
The name of the corporation is Frenchman's Reserve Country Club, Inc.
(hereinafter referred to as the "Club"). Its principal office is located at 3370
Grande Corniche, Palm Beach Gardens, Florida 33410 or at such other place as may
be designated, from time to time, by the Board of Directors.
ARTICLE II
DURATION
The period of duration of the Club is perpetual.
ARTICLE III
PURPOSE AND POWERS
The sole purpose of the Club is to own and operate a private golf,
tennis, swimming, exercise and social club for the social, pleasure, recreation
and other nonprofitable purposes of its members, immediate family members,
guests and other users permitted from time to time. The Club is organized
exclusively for social, pleasure, recreation and other nonprofitable purposes.
The Club shall be empowered to acquire, rent, lease, let, hold, own, buy,
convey, mortgage, bond, sell or assign property, real, personal or mixed, and to
borrow money, whether secured or unsecured, and to do and perform all such other
acts and things and engage in any lawful act or activity as may be allowed by
the laws of the State of Florida with respect to not-for-profit corporations, as
those laws now exist or as they may hereafter provide and to have and exercise
all powers necessary or convenient to effect any or all of the purposes for
which the Club is organized.
The Club is not a homeowners association under Chapter 720 of the
Florida Statutes; accordingly, the provisions of Chapter 720 of the Florida
Statutes do not apply to the Club.
ARTICLE IV
PROHIBITION AGAINST DISTRIBUTION OF INCOME
The Club is one that does not permit pecuniary gain or profit. After
the date of the transfer of the management and control of the Club to the
members of the Club, as set forth in the agreement referred to in Article IX
below, no part of any net earnings of the Club shall inure to the benefit of any
member of the Club, member of the Board of Directors, officer of the Club, any
private shareholder or any other private individual, and as such they will have
no interest in or title to any of the property or assets of the Club. Nothing
herein shall prohibit the Club from reimbursing the members of the Board of
Directors and officers of the Club for all expenses reasonably incurred in
performing services rendered to the Club.
ARTICLE V
CAPITAL STOCK
The Club shall have no capital stock and shall be composed of members
rather than shareholders as further described in the By-Laws of the Club.
ARTICLE VI
QUALIFICATIONS OF MEMBERSHIP
The classifications, qualifications, characteristics, rights,
privileges, limitations and obligations of membership and the manner of
admission shall be as set forth in and regulated by the By-Laws of the Club.
ARTICLE VII
VOTING RIGHTS
Members of the Club shall have such voting rights as are set forth in
the By-Laws of the Club.
ARTICLE VIII
LIABILITY FOR DEBTS
Members of the Club, members of the Board of Directors and officers of
the Club shall not be liable for the debts of the Club.
ARTICLE IX
BOARD OF DIRECTORS
Until the date of the transfer of management and control of the Club to
the members of the Club, as provided in that certain Subscription Agreement
between the Club and Binks Estates Limited Partnership, a Florida limited
partnership (the "Company"), the Company or any designee of the Company shall
designate all members of the Board of Directors. After the date of the transfer
of management and control of the Club to the members of the Club as provided
above, the equity members of the Club shall be entitled to elect the members of
the Board of Directors as provided in the By-Laws of the Club.
ARTICLE X
INDEMNIFICATION
The Club shall indemnify and hold harmless each person who shall serve
at any time hereafter as a member of the Board of Directors, the Advisory Board
of Directors or as an officer of the Club from and against any and all claims
and liabilities to which such person shall become subject by reason of his or
her having been, or hereafter being, a member of the Board of Directors, the
Advisory Board of Directors or an officer of the Club, or by reason of any
action alleged to have been taken or omitted by him or her as such member of the
Board of Directors, the Advisory Board of Directors or officer of the Club, and
shall reimburse each such person for all legal and other expenses reasonably
incurred by him or her in connection with any such claim or liability to the
fullest extent permitted by applicable Florida law. However, no such person
shall be indemnified against, or be reimbursed for, any expense incurred in
connection with any claim or liability arising out of his or her willful
misconduct.
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ARTICLE XI
DISSOLUTION
In the event of dissolution or final liquidation of the Club after date
of the transfer of management and control of the Club to the members of the
Club, all of the property and assets of the Club, after payment of its debts,
shall be distributed, as permitted by applicable Florida law and a court having
jurisdiction, among the holders of the outstanding dues paying equity
memberships of the Club in proportion to the value of their equity memberships
as fixed by the Club at that time.
ARTICLE XII
TRANSFER OF MEMBERSHIP
A membership may be transferred only through the Club in accordance
with the procedure set forth in the By-Laws of the Club.
ARTICLE XIII
INCORPORATOR
The name of the incorporator is Robert P. Fordham, Sr. and the street
address of the incorporator is 16100 One Mile Road, Palm Beach County, Delray
Beach, Florida 33446.
ARTICLE XIV
REGISTERED OFFICE AND REGISTERED AGENT
The street address of the registered office for the Club is 16100 One
Mile Road, Palm Beach County, Delray Beach, Florida 33446, and the name of its
registered agent at that address is Robert P. Fordham, Sr.
IN WITNESS WHEREOF, the Incorporator has executed these Articles of
Incorporation this 13th day of November, 2001.
Robert P. Fordham, Sr.
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Robert P. Fordham, Sr., Incorporator
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ACCEPTANCE OF REGISTERED AGENT FOR
FRENCHMAN'S RESERVE COUNTRY CLUB, INC.
Having been named as registered agent and to accept service of process for the
above stated corporation at the place designated in this certificate, I hereby
accept the appointment as registered agent and agree to act in this capacity. I
further agree to comply with the provisions of all statutes relating to the
proper and complete performance of my duties, and I am familiar with and accept
the obligations of my position as registered agent.
Dated this 13th day of November, 2001.
Robert P. Fordham, Sr.
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Robert P. Fordham, Sr.
STATE OF FLORIDA )
): SS
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this 13th day of
November, 2001 by Robert P. Fordham, Sr., who is personally known t me or who
has produced personally [illegible language] as identification.
My commission expires: Noreen Ritter
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NOTARY PUBLIC, State of Florida
Print Name: Noreen Ritter
[NOTARY SEAL]