ARTICLE I

NAME

ARTICLE II

PRINCIPAL OFFICE

ARTICLE III

RESIDENT AGENT

ARTICLE IV

PURPOSE AND POWERS OF THE ASSOCIATION

SEE ATTACHED LEGAL DESCRIPTION

ARTICLE V

MEMBERSHIP

ARTICLE VI

VOTING RIGHTS

“Class A.”

Class A members shall be all Owners, with the exception of Declarant, and shall be entitled to one vote for each Lot owned. When more than one person molds an interest in any Lot, all such persons shall be members. The vote for such Lot shall be exercised as such members may determine, but in no event shall more than one vote be cast with respect to any Lot.

“Class B.”

The Class B member(s) shall be the Declarant, (as defined in the Declaration) and 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 equal the total votes outstanding in the Class B membership; or

(b) on December 31, 1995.

The affairs of this Association shall be managed, conducted and controlled, by a Board of Directors, the Board shall consist of not less then three (3) nor more than seven (7) members, the specific number to be set from time to time in the By—laws, who need not be members of the Association. The Initial Board of Directors shall consist of three (3) members as follows:

The method or election and term of office, removal and filling of vacancies shall be set forth in the Bylaws.

The affairs of the Association shall be administered by the officers designated in the Bylaws. The officers shall be elected by the Board of Directors at its first meeting following the annual meeting of the members of the Association, and they shall serve at the pleasure of the Board of Directors. The names and addresses of the officers who shall serve until their successors are designated by the Board of Directors are as follows:

The Association may be dissolved with the assent given in writing and signed by not less than two—thirds (2/3) of each class of members. Upon dissolution of the Association, other than Incident to a merger or consolidation, the assets of the Association may be distributed as may be deemed appropriate to the members of the Association or may be dedicated to an appropriate public agency, in either event to be used for purposes similar to those for which this Association was created. In the event that any such dedication is refused acceptance, such assets may be granted, conveyed and assigned to any non—profit corporation, association, trust or other organization to be devoted to such similar purposes. Not withstanding anything to the contrary, in the event of termination, dissolution or final liquidation of the Association, the responsibility for the operation and maintenance of the surface water or stormwater management system must be transferred to and accepted by an entity which would comply with Section 40C—42.027, F.A.C. and be approved by the St. Johns Water Management District prior to such termination, dissolution or liquidation.

The corporation shall exist perpetually.The existence of the Association shall commence with the filing of the Articles of Incorporation with the Secretary of State, Tallahassee, Florida. The Association shall exist in perpetuity.

The first Bylaws oz the Association shall be adopted by the Board of Directors and may be altered, amended, or rescinded in the manner provided by the Bylaws.

Amendments to the Articles of Incorporation shall be proposed and adopted in the following manner: Notice of the subject matter of a proposed amendment shall be included in the notice of any meeting at which a proposed amendment is considered. A resolution for the adoption of a proposed amendment may be proposed either (a) by the Board of Directors or (b) by seventy—five percent (75%) of the members of the Association. Directors and members not present in person or by proxy at the meeting to consider the amendment may express their approval or disapproval in writing, provided such approval or disapproval is delivered to the Secretary prior to such meeting. A resolution adopting a proposed amendment must bear the approval of not less than a majority of the Board of Directors and not less than seventy—five percent (75%) of the entire membership of the Association. In the alternative, an amendment may be made by an agreement signed and acknowledged by all the record owners of units(members of the Association) in the manner required by the execution of a deed.

The name and address of the person signing these Articles of Incorporation as the Incorporator is:

RICHARD A. WEAVER 1430 Old Mission Road New Smyrna Beach, Florida 32168

IN WITNESS WHEREOF, for the purpose of zoning this corporation under the laws of the State of Florida, I, the undersigned, constituting the incorporator of this Association, have executed these Articles of Incorporation this 16^th day of January, 1990.

BEFORE this day personally appeared, RICHARD A. WEAVER, known to me to be the person described in and who executed the foregoing Articles of Incorporation of LAKE WATERFORD ESTATES,INC., and who acknowledged before me that he executed the same.

SWORN TO and subscribed before me this 16^TH day of January, 1990.

WITHIN THIS STATE, UPON WHOM PROCESS MAY BE SERVED

Pursuant to Chapter 617 0023, Florida Statutes following is submitted in compliance with said Act:

That LAKE WATERFORD ESTATES INC. desiring to organize under said Statutes of the State of Florida, with its principal office, as indicated in the Articles of Incorporation, in New Smyrna Beach, Volusia County, State of Florida, has named SID C. Peterson JR. located at 418 Canal Street r City of Nev Smyrna Beach, County of Volusia, State of Florida, as its agent to accept service of process within this State.

Having been named to accept service of process for the above stated not for profit corporation, at place designated in this Certificate, I hereby accept to act in this capacity, and agree to comply with the provisions of said Act.

Beginning at a concrete monument, said monument being the common corner of Sections 25, 26, 35 and 36, Township 17 South, Range 33 East and being certified corner document Number 0005002; thence N 00^° 51′ 07″ along the Westerly line of U.S. Lot 3, Section 25, Township 17 South, Range 33 East, a distance of 329.87 feet; thence N 01⁰ 33′ 25″ W along said Westerly line, a distance of 968.74 feet to the Northwest corner of said U.S. Lot 3; thence N 01⁰ 09’00” along the westerly line of said U.S. Lot 2, Section 25, Township 17 South, Range 33 East, a distance of 1322.29 feet to the Northwest corner of said U.S. Lot 2; thence N 88° 49’54” E along the North line of said Lot 2, a distance of 717.21 feet to the Easterly line of said U.S. Lot thence S 23⁰ 33′ 05″ E along said Easterly line, a distance of 100.84 feet to the Northwest corner of that portion of said Lot 1, now vacated, said Corbin Park Subdivision Unit No. 3; thence N 58⁰ 01′  37″ E along the Northerly line of said Lot 1, a distance of 581.28 feet; thence S 32⁰36’57” E, a distance of 1894.75 feet to the Southerly line of said Corbin Park Subdivision Unit No. 3; thence N 58⁰ 11’54” E along said Southerly line, said line also being the Northerly line of said Block “C”, Lovejoy’s Second Subdivision, a distance of 284.48 feet; thence S 31⁰  56′ 13″ E, a distance of 791.82 feet; thence N 58⁰ 24′ 56″ E, a distance of 50.00 feet; thence S 31⁰ 52’32” E, a distance of 116.00 feet; thence S 16⁰ 37’42” E, a distance of 266.84 feet; thence S 42⁰ 50′ 52″ E, a distance of 299.55 feet; thence S 57⁰ 57′ 24″ E, a distance of 207.25 feet; thence S 58⁰ 04′ 34″ along the Northerly line of the Southerly 30.00 feet of said Block C, a distance of 1069.92 feet to the Westerly line of said Block thence S 32⁰ 06’39” E along said Westerly line, a distance of 30.00 feet to the Southeast corner of said Block thence S 58⁰ 04’34” W along the Southerly line of said Block a distance of 376.63 feet to the Westerly line of Lovejoy ‘s Second Subdivision; thence S 24⁰ 34’37” E along said Westerly line, a distance of 638.82 feet; thence S 58⁰ 04’34” W a distance of 106.67 feet; thence N 23⁰ 33’05” W, a distance of 64.70 feet to the Southeast corner of said U.S. Lot l, Section 36, Township 17 South, Range 33 East; thence S 88⁰ 50′ 33″ W, along said Southerly line, a distance of 1152.73 feet; thence S 00⁰ 45’03” E, a distance of 1322.47 feet to the Southerly line of said U.S. Lot 2, Section 36, Township 17 South, Range 33 East; thence S 88⁰ 52’03” W along Southerly line a distance of 745.02 feet to a point on the Easterly R/V of South Glencoe Road, a 50 foot R/W as now laid out and monumented; thence N 21⁰ 09′ 55″ along the said Easterly line a distance of 1288.76 feet to the Westerly line of said Section 36 thence N 01⁰ 02 19″ W along said Westerly line, a distance of 1452.50 feet to the Point of Beginning. Containing 252.2 acres more or less. Excepting the Northerly 0.5 acres of U.S. Lot 2, Section 25, Township 17 South, Range 33 East.

TO ARTICLES of INCORPORATION of LAKE WATERFORD ESTATES, INC.

(1) Article IV of the Articles of Incorporation of Lake Waterford Estates, Inc. is amended to add the following:

(l) to operate, maintain and manage the surface water or stormwater management system(s) in a manner consistent with the St. Johns River Water Management District permit requirements and applicable District rules, and shall assist in the enforcement of the restrictions and covenants contained herein.

(m) to levy and collect adequate assessments against members of the Association for the costs of maintenance and operation of the surface water or stormwater management system. In addition, the assessments shall be used for the maintenance and repair of the surface water or stormwater management systems including but not limited to work within retention areas, drainage structures and drainage easements.

(2) Article IX of the Articles of Incorporation of Lake Waterford Estates, Inc. is amended to add the following:

Notwithstanding anything to the contrary, in the event of termination, dissolution or final liquidation of the Association, the responsibility for the operation and maintenance of the surface water or stormwater management system must be transferred to and accepted by an entity which would comply with Section 40C—42.027, F.A.C. and be approved by the St. Johns Water Management District prior to such termination, dissolution or liquidation.

(3) Article X of the Articles of Incorporation of Lake Waterford Estates, Inc. amended and restated to read as follows:

The existence of the Association shall commence with the filing of the Articles of Incorporation with the Secretary of State, Tallahassee, Florida. The Association shall exist in perpetuity.

(4) The foregoing amendments were unanimously adopted on October 16, 1990 by the directors.

IN WITNESS WHEREOF the undersigned president and secretary of this corporation have executed these Articles of October 1990.

On this 18^th Day of October, 1990 personally appeared before me, a notary public of the State of Florida, Richard A. Weaver, to me well known to be the President of Lake Waterford Estates, Inc., who executed the foregoing Articles of Amendment to Articles of Incorporation and he acknowledged that said execution was his act and deed and that the facts therein set forth are truly stated.

On this 17th day of October, 1990 personally appeared before me, a notary public of the State of New York, Richard O. Meade to me well known to be the Secretary of Lake Waterford Estates, Inc., who executed the foregoing Articles of Amendment to Articles of Incorporation and he acknowledged that said execution was his act and deed and that the facts therein set forth are truly stated.