Amended and Restated Articles of Incorporation

(A)    To levy and collect assessments against all Members of the Corporation to defray the costs, expenses and losses of the Corporation, and to use the proceeds of assessments in the exercise of its power and duties.

(B)    To own, lease, maintain, repair, replace or operate the Common Areas, including without limitation, the roads, driveways and parking areas, entrances and perimeter walls, golf course and other recreational facilities, street lighting and surface water management systems as permitted by the South Florida Water Management District or Lee County.

(C)    To purchase insurance upon the Common Areas for the protection of the Corporation and its members.

(D)    To reconstruct improvements after casualty and to make further improvements of the Common Areas.

(E)    To make, amend and enforce reasonable rules and regulations governing the use of the Common Areas and the operation of the Corporation.

(F)    To sue and be sued, and to enforce the provisions of the Declaration, these Articles and the By-Laws of the Corporation.

(G)    To contract for the management and maintenance of the Common Areas and to delegate any powers and duties of the Corporation in connection therewith except such as are specifically required by the Declaration to be exercised by the Board of Directors or the membership of the Corporation.

(H)    To employ accountants, attorneys, architects or other professional personnel to perform the services required for proper operation of the Properties.

(I)    To acquire, own, and convey real property and to enter into agreements or acquire leaseholds, easements, memberships and other possessory or use interests in lands or facilities such as country clubs, golf courses, marinas and other recreational facilities. It has this power whether or not the lands or facilities are contiguous to the lands of Golfview Golf & Racquet Club, if they are intended to provide enjoyment, recreation or other use or benefit to the members.

(J)    To borrow or raise money for any purposes of the Corporation; to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidence of indebtedness; and to secure the payment of any thereof, and of the interest therein, by mortgage pledge, conveyance or assignment in trust, of the whole or any part of the rights or property of the Corporation.

(A)    Willful misconduct or a conscious disregard for the best interest of the Corporation, in a proceeding by or in the right of the Corporation to procure a judgment in its favor.

(B)    A violation of criminal law, unless the Director or officer had no reasonable cause to believe his action was unlawful or had reasonable cause to believe his action was lawful.

(C)    A transaction from which the Director or officer derived an improper personal benefit.

(D)    Wrongful conduct by Directors or officers in a proceeding brought by or on behalf of the Corporation.