Exhibit 3.84
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
MIZNER COUNTRY CLUB, INC.
(A Not-For-Profit Corporation)
Pursuant to Section 617.1007 of the Florida Statutes, Mizner Country
Club, Inc., a Florida not-for-profit corporation (the "Corporation"), certifies
that:
FIRST: The name of the corporation is MIZNER COUNTRY CLUB, INC. The
original Articles of Incorporation were filed with the Secretary of State of the
State of Florida on November 12, 1997.
SECOND: There are no members of the Corporation. The Board of Directors
of the Corporation duly adopted the following Amended and Restated Articles of
Incorporation by Unanimous Written Consent dated January 31, 2000.
THIRD: The Articles of Incorporation of the Corporation are amended and
restated to read in their entirety as follows:
ARTICLE I
NAME OF CORPORATION
The name of the corporation is Mizner County Club, Inc. (hereinafter
referred to as the "Club"). Its principal office is located at 16450 One Mile
(Lyons) Road, Delray Beach, Florida 33446 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 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.
ARTICLE IV
PROHIBITION AGAINST DISTRIBUTION OF INCOME
The Club is one which 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 inn that certain subscription agreement
between the Club and TBI/Palm Beach 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 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.
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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 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 or an officer of the Club, or by
reason of any action alleged to have been taken or omitted by hire or her as
such member of the 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.
ARTICLE XI
DISSOLUTION
In the event of dissolution or final liquidation 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 equity memberships of the Club in
proportion to the value of their equity memberships 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. A member who has been
expelled from the Club shall surrender his or her membership certificate to the
Club in accordance with the procedure set forth in the By-Laws of the Club.
ARTICLE XIII
REGISTERED OFFICE AND REGISTERED AGENT
The street address of the registered office for the Club is 1200 South
Pine Island Road, City of Plantation, Florida 33324, and the name of its
registered agent at that address is CT Corporation System.
IN WITNESS WHEREOF, the President of the Corporation has executed these
Amended and Restated Articles of Incorporation this 21st day of January, 2000.
Dan Grosswald
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Dan Grosswald, President
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