[continuation] and the name of the initial resident agent of this Corporation is John A. Ritter, Esq.
Article IXBOARD OF DIRECTORS
A The form of administration of the Association shall be by a Board of three (3) Directors.
B The names and addresses of the persons who are to serve as the first Board of Directors ("First Board") are as follows:
- ROY MATHEIS, 5445 Collins Avenue, Miami Beach, Florida 33140
- MORDI BITTON, 5445 Collins Avenue, Miami Beach, Florida 33140
- MIGUEL POYASTRO, 5445 Collins Avenue, Miami Beach, Florida 33140
Developer reserves the right to designate successor Directors to serve on the First Board for so long as the First Board is to serve, as hereinafter provided.
C The First Board shall serve until the "Initial Election Meeting", as hereinafter described, which shall be held thirty (30) days after the sending of notice by Developer to the Association that Developer voluntarily waives its right to continue to designate the members of the First Board, whereupon the First Board shall resign and be succeeded by the "Initial Elected Board" (as hereinafter defined).
D The "Initial Elected Board" shall be composed of Directors elected by the Members of the Association at a meeting ("Initial Election Meeting") to be called by the First Board for such purpose. Notice of the Initial Election Meeting shall be forwarded to all Members in accordance with the By-Laws; provided, however, that the Members shall be given at least thirty (30) but not more than forty (40) days' notice of such meeting. All members of the Initial Elected Board shall be Owners of Condominium Units in the property. The Initial Elected Board shall succeed the First Board upon the election thereof at the Initial Election Meeting, but nothing herein shall preclude the officers, directors or designees of Developer (as long as Developer is an Owner) from being elected as members of the Board at the Initial Election Meeting or at any time thereafter. The Initial Elected Board shall serve until the next "Annual Members Meeting" (as defined in the By-Laws) following the Initial Election Meeting, whereupon the Members shall elect the Directors. The Board shall continue to be so elected at each subsequent Annual Members Meetings in accordance with the By-Laws of the Association.
Article XINDEMNIFICATION
Every Director and every officer of the Association (and the Directors and/or officers as a group) shall be indemnified by the Association against all expenses and liabilities, including counsel fees (at all trial and appellate levels) reasonably incurred by or imposed upon him or them in connection with any proceeding, litigation or settlement in which he may become involved by reason [continues on next page]
