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EXHIBIT 3.144
ARTICLES OF INCORPORATION
OF
PARSONS DEVELOPMENT COMPANY
The undersigned, acting as Incorporator of a corporation under the Florida
General Corporation Act, adopts the following Articles of Incorporation for
such corporation:
ARTICLE I
NAME AND ADDRESS
The name of this corporation is PARSONS DEVELOPMENT COMPANY. The principal
address of the corporation shall be located at 723 May Day Drive, Apopka,
Florida 32712.
ARTICLE II
DURATION
The period of its duration is perpetual.
ARTICLE III
PURPOSE
The purpose is to engage in any activities or business permitted under the
laws of the United States and Florida.
ARTICLE IV
CAPITAL STOCK
The corporation is authorized to issue 1,000 shares, all of one class,
with a $1.00 par value.
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ARTICLE V
INITIAL REGISTERED OFFICE AND AGENT
The name and address of the registered agent and office of this
corporation is as follows:
Todd M. Hoepker, Esquire
390 North Orange Avenue
Suite 1800
Post Office Box 3311
Orlando, Florida 32802-3311
ARTICLE VI
INITIAL BOARD OF DIRECTORS
This corporation shall have one (1) director initially. The number of
directors may be either increased or decreased from time to time by an
amendment of the bylaws of the corporation in the manner provided by law, but
shall never be less than one (1).
The names and addresses of the initial director of this corporation
are:
Darryl Parsons
723 May Day Drive
Apopka, Florida 32712
ARTICLE VII
INCORPORATOR
The name and address of the Incorporator signing these Articles of
Incorporation is:
Todd M. Hoepker, Esquire
390 North Orange Avenue
Suite 1800
Post Office Box 3311
Orlando, Florida 32802-3311
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ARTICLE VIII
NON-RESIDENT DIRECTORS
Directors need not be residents of the State of Florida.
ARTICLE IX
DIRECTORS' AUTHORITY TO FIX COMPENSATION
Directors shall have authority to fix the compensation of the officers
of this corporation.
ARTICLE X
AMENDMENT OF ARTICLES
This corporation reserves the right to amend or repeal any provisions
contained in these Articles of Incorporation, or any amendment hereto. The power
to adopt, amend or repeal the Articles of Incorporation of this corporation
shall be vested in the shareholders by a majority vote.
ARTICLE XI
INDEMNIFICATION
The corporation may be empowered to indemnify any officer or
director, or any former officer or director in the manner set out and provided
for in the bylaws of this corporation.
ARTICLE XII
SHAREHOLDERS QUORUM AND VOTING
A majority of the shares entitled to vote, represented in person or
by proxy, shall constitute a quorum at a meeting of shareholders. If a quorum
is present, the affirmative vote of a majority of the shares represented at the
meeting and entitled to vote on the subject matter shall be the act of the
shareholders.
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ARTICLE XIII
REMOVAL OF DIRECTORS
At a meeting of shareholders called expressly for that purpose, any one
director, or the entire board of directors, may be removed, with or without
cause, by a vote of the holders of a majority of the shares then entitled to
vote at an election of directors.
ARTICLE XIV
INFORMAL ACTION
If all the shareholders and directors severally or collectively consent in
writing to any action taken or to be taken by the corporation, and the writings
evidencing their consent are filed with the secretary of the corporation, the
action shall be as valid as though it had been authorized at a meeting of the
shareholders or the directors.
ARTICLE XV
PREEMPTIVE RIGHTS
Each shareholder of any class of stock of this corporation shall be
entitled to full preemptive rights to purchase any unissued or treasury shares
of the corporation and any securities of the corporation convertible into or
carrying a right to subscribe to or acquire any unissued or treasury shares;
provided, however, each shareholder shall have preemptive rights only in the
portion of shares being issued or sold equal to the proportion that the number
of shares then held by the shareholder bears to the total number of shares of
same class then outstanding.
ARTICLE XVI
RESTRICTIONS ON TRANSFER OF STOCK
Restrictions on the sale or transfer of the stock of this corporation may
be set forth in a buy-sell agreement.
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IN WITNESS WHEREOF, the undersigned has executed these Articles of
Incorporation, this 6th day of February, 1998.
/s/ TODD M. HOEPKER
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TODD M. HOEPKER, ESQUIRE
Incorporator
STATEMENT OF REGISTERED AGENT
I hereby accept the appointment as registered agent, I am familiar with,
and accept the obligations of, Section 607.0505, Florida Statutes.
/s/ TODD M. HOEPKER
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TODD M. HOEPKER, ESQUIRE
Registered Agent
STATE OF FLORIDA )
COUNTY OF ORANGE )
BEFORE ME, the undersigned authority, personally appeared the
following individual, TODD M. HOEPKER, ESQUIRE, to me known to be the person
who executed the foregoing Articles of Incorporation, as Incorporator and
Registered Agent, and he acknowledged to and before me that he executed such
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 6th day
of February, 1998.
/s/ CESERY L. BULLARD
[NOTARY SEAL] ----------------------------------
Cesery L. Bullard
NOTARY PUBLIC
My Commission Expires: 02/18/01
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