Jul 31 1987

                                                                                                                                                                                                 DEPARTMENT OF STATE

                                                                                                                                                                                                 TALLAHASSEE, FLORIDA




The undersigned hereby certify the following amendment and restatement of the Charter (hereinafter referred to as the “Charter”), of Morningside Civic Association, Inc., a corporation not for profit organized under the laws of the State of Florida.


            The name of the corporation shall be MORNINGSIDE CIVIC ASSOCIATION, INC.   For convenience, the corporation shall herein be referred to as the “Association”.


This Association is not organized or operated for profit and is operated exclusively for the promotion of social welfare. The purpose of this Association is (i) to promote civic and educational improvement, (ii) to promote and protect the peace, quiet, happiness and standards of living of the members of the Association, and the neighborhood in which members reside, (iii) to undertake the performance of, and to carry out the acts and duties incident to, the promotion of the well being the members may desire to undertake for the betterment of community in which members reside, of the members and the neighborhood in which they reside, (iv) to own, operate, lease, sell, trade and otherwise deal with property, whether real or personal, as may be necessary or convenient in the administration of the Association and in keeping with the stated purpose of this Association, and (v) to promote any charitable, benevolent, historic, educational, social or scientific ends which the members may desire to undertake for the betterment of community in which the members reside.


            The Association shall have the following powers, as further specified by the By-Laws of the Association:

  1. The Association shall have all of the common law and statutory powers of a corporation not for profit.
  2. The Association shall have all of the powers reasonably necessary to implement the purposes of the Association, including but not limited to the following:
    • To make, establish and enforce reasonable rules and regulations.
    • To make and collect membership fees or other assessments from the members, to defray the costs, expenses and losses of the Association, and to use and expend the proceeds of such fees or assessments in the exercise of the powers and duties of the Association.
    • To enforce, by legal means, the provisions of the By-Laws, the rules and regulations, and all documents referred to in these Amends and Restated Articles of Incorporation.
    • To acquire and enter into agreements whereby its acquires, leaseholds, memberships or other possessory or use interests, in land or facilities, intended to provide for the enjoyment, recreation or other use or benefit of the members of the Association, subject to the limitations imposed by Internal Revenue Service regulations applicable to not for profit civic organizations, the By-Laws and these Amended and Restated Articles of Incorporation.
    • To resist any change in the zoning laws, rules, regulations or restrictions of the City of Miami, the County of Dade, or the State of Florida, or any violation thereof, which may have an injurious effect upon the members or the neighborhood in which the members reside, or which may in any way affect the purposes of the Association, so long as the promotion of social welfare does not include the direct or indirect participation or intervention in political campaigns on behalf of or in opposition to any candidate for public office.
    • To employ counsel and appear in suits at law or in equity as plaintiff, defendant or intervenor whenever necessary to accomplish any purpose of this Association, and to expend the funds of this Association to defray the reasonable costs and expenses of any of the aforesaid activities under the direction of the Board of Directors.
    • To promote any charitable, benevolent, historic, educational, social or scientific ends which the members may desire to undertake.

            Any household containing one or more persons owning real estate or any interest therein, which such real estate is located in the area bounded on the North by the centerline of Northeast 60th Street, on the West by the centerline of Biscayne Boulevard, on the South by the North boundary lines of the subdivision known as Bay Point (as platted in the current Public Records of Dade County), and on the East by Biscayne Bay, together with the area East of North Bayshore Drive bounded on the North by Northeast 61st Street, as such streets are currently located as of the date of this Amendment and Restatement within the City of Miami, State of Florida, shall be admitted to membership in this Association upon payment of the current membership fee as established by the Association. Each separately deeded property within the above boundaries of the Association upon which resides a member household shall have one and only one individual withing that household who is recognized by the Association for purposes of voting.


Any household within the boundaries of the Morningside Civic Association, which is not eligible for membership by virtue of not being the property owner, but which is a resident as a lessee or renter of said residence, shall be eligible for ASSOCIATE MEMBERSHIP in the Morningside Civic Association at the same annual membership fee as members.  Said ASSOCIATE MEMBERS shall enjoy all benefits of membership, but will not be eligible to vote in elections, whether at the annual members’ meeting, and  any special election.”


The Association shall have perpetual existence.


The principal office of the Association shall be located at 641 N.E. 52nd Terrace, Miami, Florida 33137, but the Association may maintain offices and transact business in other such places within or without the State of Florida as may from time to time be designated by the Board of Directors.

  1. The affairs of this Association shall be managed by a Board consisting of not less than five (5) nor more than fifteen (15) Directors.
  2. Directors of the Association shall be elected at the annual meeting of the members, in the manner determined by the By-Laws. In the event of a vacancy, the Directors may appoint replacements, as specified by the By-Laws.
  1. The Board of Directors shall elect a President, Secretary and Treasurer and as many Vice-Presidents, Assistant Secretaries and Assistant Treasurers as the Board of Directors shall, from time to time, determine. The President shall be elected from among the membership of the Board, but no other officer need be a Director.
  2. The names and addresses of the officers who are to serve until their successors are designated by the Board of Directors are as follows:

President:                     Neil P. Robertson        567 NE 57th Street

                                                                        Miami, Florida 33137

Vice President:             Kathy Calgano            580 NE 52nd Terrace

                                                                        Miami, Florida 33137

Secretary:                    Danny A. Smith           645 NE 55th Terrace

                                                                        Miami, Florida 33137

Treasurer:                    Steve Nevitt                 450 NE 52nd Terrace

                                                                        Miami, Florida 33137



The By-Laws of the Association shall be adopted by the Board of Directors, and may be altered, amended or rescinded in the manner provided for by the By-Laws.


            Amendments to the Charter shall be proposed and adopted in the following manner:

  1. Notice of the subject matter of the proposed amendments shall be included in the notice of any meeting at which such proposed amendment is considered.
  2. Proposed amendments shall first be presented to the Board of Directors, and shall have been approved in writing by a majority of the Board of Directors, who shall certify such amendment for vote of the members of the Association.
  3. Such amendment must then be approved by the affirmative vote of a majority of the members present and voting at a duly called meeting of the Association.
  4. A certificate of amendment executed by the duly authorized officers of the Association shall then be filed with the Secretary of State of Florida.

            Every Director and every Officer of the Association shall be indemnified by the Association against all expenses and liabilities, including attorneys’ fees, reasonably incurred or imposed upon him in connection with 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 of the Association, or any settlement thereof, whether or not he is a Director or Officer at the time such are incurred, except in such cases wherein the Director or Officer is adjudged guilty of willful malfeasance or misfeasance in the performance of his duties, provided that in the event of a settlement, the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being in the best interest of the Association. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which Director or Officer may be entitled.


            The highest amount of indebtedness or liability to which this Association may subject itself is Two Thousand Dollars ($2,000.00) unless a higher amount is authorized by an affirmative vote of the majority of the members present and voting at a duly called meeting of the Association.


            Upon dissolution of the Association, the Directors shall satisfy all the debts of the Association. If any funds remain, then the paid dues for the current year shall be refunded to the members. If any funds remain, then that sum shall be donated to a charitable organization, exempt from taxation under 501(c)(3) of the Internal Revenue Code, as determined by the Directors.

            The foregoing Amendment and Restatement was adopted by the members and Board of Directors of this Association on July 22, 1987.


                                                                                    Neil P. Robertson, President


                                                                                    Danny A. Smith, Secretary


                                           ) SS.

COUNTY OF DADE            )


            I HEREBY CERTIFY that on this day before me, a Notary Public duly authorized in the State and County above to take acknowledgments, personally appeared before me Neil P.Robertson and Danny A. Smith, to me known to be the President and Secretary, respectively, of MORNINGSIDE CIVIC ASSOCIATION, INC., who executed the foregoing Amendment and Restatement and acknowledged before me that the Amendment and Restatement was executed appropriately.

            IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal in the State and County of said this 22nd day of July, 1987.



                                                                                    Douglas C. Broeker, Notary Public

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