DELRAY VILLAS
ARTICLES OF INCORPORATION
DELRAY VILLAS PLAT NO. 4-5 HOMEOWNERS ASSOCIATION, INC.

1. NAME

The name of the Corporation is DELRAY VILLAS PLAT NO. 4-5 HOMEOWNERS  ASSOCIATION, INC., (herein the Association).

2. PURPOSES

The Corporation is organized as a Corporation not for profit under the provisions of Chapter 617  of the Florida Statutes. The purposes for which the Corporation is organized are:

A. To provide an entity responsible for the operation of a subdivision in Palm Beach  County, Florida known as PLAT NO.4 OF DELRAY VILLAS and the land described in Exhibit  "A" attached hereto when platted as PLAT NO.5 OF DELRAY VILLAS (hereinafter referred to  as "Subdivision").

B. To enforce, through appropriate legal means, the Declaration of Covenants,  Restrictions, Reservations and Servitude's from time to time impressed upon and running with  the lands in the Subdivision.

C. To ensure that the lands in the Subdivision shall remain an area of high standards  containing townhouse and/or single family detached residences, improvements and facilities  designed primarily for the comfort, convenience and accommodation of its residents.

D. To operate, maintain and control the Common Areas consisting of the water  management tracts, private streets and certain open space.

E. To provide, purchase, acquire, replace, improve, maintain and/or repair such building  structures, landscaping, paving, street lighting and equipment, both real and personal, related to  the health, safety and welfare of the members of the Association as the Board of Directors by  majority vote determines necessary appropriate and/or convenient, and which seventy-five (75%)  percent of the members approve, either by vote at a meeting duly called or in writing.

3. QUALIFICATION OF MEMBERS AND MANNER OF THEIR ADMISSION

The members of this Corporation shall constitute all of the record owners of Lots in the  Subdivision. Changes of membership in this Corporation shall be established by recording in the  Public Records of Palm Beach County, Florida, a deed or other instrument establishing record  title to a Lot and delivery to the Corporation of a certified copy of such instrument, the owner  designated by such instrument thereby becoming a member of the Corpor~tion. The membership

of a prior owner of such Lot shall thereby be terminated. Where anyone Lot in the Subdivision  is owned by more than one person, firm, individual or Corporation or other legal entity, the  composite title holder shall be and constitute one member or membership. Any person, firm,  individual, Corporation or legal entity owning more than one Lot shall be as many members as  the number of said Lots owned.

4. VOTING RIGHTS

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

Class A. Class A members shall be all those members as defined in Section 3 with the  exception of the Declarant, CAMPANELLI INDUSTRIES, INC. Class A members shall be  entitled to one (1) vote for each Lot owned. When more than'one person owns an interest in any  Lot, all such persons shall be members and the vote for such Lot shall be exercised as they,  among themselves, determine, but in no event shall more than one vote be cast with respect to  any such Lot.

Class B. Class B members shall be the Declarant, CAMPANELLI INDUSTRIES, INC.

The Class B members shall be entitled to three (3) votes for each Lot owned.

The Class B membership shall cease and be converted to Class A membership on the happening  of either of the following events, whichever occurs earlier:

(a) When the total votes outstanding in the Class A membership equals the total  votes outstanding in the Class B membership, or

(b) On December 31,1983.

Notwithstanding anything herein contained to the contrary, the Class B. Members have the right  to elect all of the directors of the Homeowners Association until said Class B membership ceases  in accordance with the foregoing provisions of this section or upon the voluntary relinquishment  of such right by Declarant prior to the earlier of the events above mentioned.

5. TERM

The existence of the Corporation shall be perpetual.

6. NAMES AND RESIDENCES OF SUBSCRIBERS

The names of the subscribers to these Articles of Incorporation are:

CONSTANTINO CICIONE

3601 N.E. 24th Avenue
Fort Lauderdale, Florida

JOHN R. CARVER

2001 S.W. 13th Avenue
Boynton Beach, Florida 33435

RUSSELL CAMPANELLI
2717 N.E. 29th Court
Fort Lauderdale, Florida

7. DIRECTORS AND OFFICERS

The affairs of the Corporation shall be managed by its Board of Directors. The officers of the  Corporation shall be a President, Vice-President, Treasurer and Secretary, which officers shall be  elected annually by the Board of Directors. The Directors and officers may lawfully and  properly exercise the powers set forth in paragraph 12 hereof, 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 negotiation and/or consummation of the Agreements executed pursuant to such powers are  some or all of the persons with whom the Corporation enters into such Agreement or who are  employed by or own some of all of the proprietary interests in the entity or entities with whom  the Corporation enters into such Agreements. Disclosure of any such Agreements by setting  forth the same in the Declaration of Restrictions for the subdivision as initially declared or  subsequently re-declared or amended, shall stand as an absolute confirmation of such agreements  and the valid exercise by the Directors and officers of this Corporation of the powers pertinent  thereto.

8. NAMES OF OFFICERS

The names of the officers who are to serve until the first election or appointment are as follows:

CONSTANTINO CICIONE President - Director
JOHN R. CARVER Vice President - Director
RUSSELL CAMPANELLI Secretary Treasurer - Director

9. BOARD OF DIRECTORS

The Board of Directors shall consist of not less than three (3) nor more than nine (9) persons.  The names and addresses of the persons who are to serve as such until the first election thereof  are as follows:

CONSTANTINO CICIONE
3601 N.E. 24th Avenue
Fort Lauderdale, Florida

JOHN R. CARVER
2001 S.W. 13th Avenue
Boynton Beach, Florida

RUSSELL CAMPANELLI
2717 N.E. 29th Court
Fort Lauderdale, Florida

10. BY-LAWS

"The original By-Laws are to be made by the Board of Directors. The same may thereafter be  amended only with the approval of sixty (60%) percent of the members of the Association".

{Note: In January, 1993, members approved clarification of this section by amending the Plat 4­ 5 By-Laws so that a favorable vote of seventy (70%) percent of the votes cast, either in person or by proxy, is required to amend the By-Laws}.

11. AMENDMENT OF ARTICLES

These Articles of Incorporation may be amended only with the approval of sixty (60%) percent of all the Directors and not less than seventy-five (75%) percent of the members of the Association.

12. POWER

A. [The Corporation shall have] "All of the powers set forth and described in Section 617 of the Florida Statutes.

B. To acquire and enter into agreements whereby it acquires leaseholds, memberships or other possessory or use interests in lands or facilities, including but not limited to country clubs, golf course, marinas and other recreational facilities, whether or not contiguous to the lands of the Subdivision intended to provide for the enjoyment, recreation or other use of benefit of the Unit Owners.

C. To contract with a third party for the management of the Subdivision and to delegate to the Contractor all powers and duties of this Corporation except such as are specifically required by the Declaration and/or the By-Laws to have the approval ofthe Board of Directors or the membership of the Corporation.

D. To operate and manage the Subdivision in accordance with the sense, meaning, direction, purpose and intent of the Declaration of Restrictions as the same may, from time to time, be amended and to otherwise perform, fulfill and exercise the powers, privileges, options, rights, duties, obligations and responsibilities entrusted to or delegated to it by the Declaration of Restrictions and/or By-Laws.

E. To promulgate rules and regulations concerning the use of the Lots, streets, common areas and facilities in the subdivision.

F. To fix assessments to be levied against the Lots to defray expenses and costs of effectuating the purposes and objects of the Association and to create reasonable reserves for such expenditures.

G. To charge recipients for services rendered by the Association and the user for use of Association property where it is deemed appropriate by the Board of Directors of the Association.

H. To pay taxes, insurance and other charges, if any, on or against the Common Areas.

1. To exercise all of the powers and duties expressly conferred upon it as set forth in the Declaration of Restrictions that may from time to time be filed with respect to the Subdivision, and all of the powers and duties reasonably necessary to fulfill the obligations and perform the services as set forth in the Declaration of Restrictions herein mentioned.

13. INDEMNIFICATION

Every Director and officer of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees reasonably incurred by or imposed upon him in connection with any proceeding or any settlement of any proceeding to which he may be a party, or in which he may become involved by reason of his being or having been a Director or officer at the time said expenses are incurred. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such Director or officer may be entitled.

14. INITIAL REGISTERED OFFICE AND AGENT

The street address of the initial registered office of this Corporation is 2500 East Hallandale Beach Boulevard, Penthouse I, Hallandale, Florida 33009 and the name of the initial registered agent of this Corporation is S. LEE CROUCH, whose address is the same as that of the registered office.

WE, the undersigned, being each of the subscribers thereto, do hereby subscribe to the Articles of Incorporation and in witness whereof we have hereunto set our hands and seals this 24th day of December A. D. 1980