EX-3.28 3 y07142exv3w28.txt EX-3.28: ARTICLES OF INCORPORATION OF RESORT AT SINGER ISLAND PROPERTIES, INC. EXHIBIT 3.28 ARTICLES OF INCORPORATION OF LIVINGSTON ROAD, INC. The undersigned, for purposes of forming a corporation under the Florida General Corporation Act, does hereby adopt the following Articles of Incorporation: ARTICLE I. NAME The name of the corporation shall be Livingston Road, Inc. The principal place of business of this corporation shall be 24301 Walden Center Drive, Bonita Springs, Florida 34134. ARTICLE II. NATURE OF BUSINESS This corporation may engage or transact in any or all lawful activities or business permitted under the laws of the United States, the State of Florida or any other state, country, territory or nation. ARTICLE III. CAPITAL STOCK The maximum number of shares of stock that this corporation is authorized to have outstanding at any one time is One Thousand (1,000) shares of common stock having One Cent ($0.01) par value per share. ARTICLE IV. REGISTERED OFFICE AND AGENT The street address of the initial registered office of the corporation shall be 24301 Walden Center Drive, Bonita Springs, Florida 34134, and the name of the initial registered agent of the corporation is Vivien N. Hastings. ARTICLE V. TERM OF EXISTENCE This corporation is to exist perpetually. ARTICLE VI. DIRECTORS This corporation shall have three directors initially. The number of directors may be changed from time to time in accordance with the By-Laws but shall never be less than one. The names and addresses of the initial directors of the corporation are: Jerry L. Starkey 24301 Walden Center Drive Bonita Springs, Florida 34134 James P. Dietz 24301 Walden Center Drive Bonita Springs, Florida 34134 Michael R. Greenberg 24301 Walden Center Drive Bonita Springs, Florida 34134 ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF LIVINGSTON ROAD, INC. P00000061305 Pursuant to the provisions of Section 607.1006, Florida Statutes, this Florida Profit Corporation adopts the following amendment to its Articles of Incorporation: NEW CORPORATE NAME: RESORT AT SINGER ISLAND PROPERTIES, INC. THE DATE THE AMENDMENT WAS ADOPTED AND SHALL BECOME EFFECTIVE: May 26, 2004 THE AMENDMENT WAS APPROVED BY WCI COMMUNITIES, INC., THE SOLE SHAREHOLDER. The number of votes cast for the amendment by the sole shareholder was sufficient for approval. Signed this 26th day of May, 2004. /s/ Vivien N. Hastings -------------------------- Vivien N. Hastings Vice President & Secretary