Exhibit 24

LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS


	Know all by these presents, that the undersigned hereby makes,
constitutes and appoints the Chief Financial Officer and the President
of BFC Financial Corporation, a Florida corporation (BFC), each acting
individually, as the undersigneds true and lawful attorney-in-fact,
with full power and authority as hereinafter described on behalf of and
in the name, place and stead of the undersigned to:

(1) prepare, execute, acknowledge, deliver and file Forms 3, 4 and 5
(including any amendments thereto) with respect to the securities of
BFC with the United States Securities and Exchange Commission and any
and all other national securities exchanges as considered necessary or
advisable under Section 16(a) of the Securities Exchange Act of 1934
and the rules and regulations promulgated thereunder, as the same
may be amended from time to time (the Exchange Act);

(2) seek or obtain, as the undersigneds representative and on the
undersigneds behalf, information on transactions in BFC securities from
any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to
release any such information to the undersigned and approves and
ratifies any such release of information; and

(3) perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the
undersigned in connection with the foregoing.

The undersigned acknowledges that:

(1) this Limited Power of Attorney authorizes, but does not require,
each such attorney-in-fact to act in his or her discretion on
information provided to such attorney-in-fact without independent
verification of such information;

(2) any documents prepared and/or executed by each such attorney-in-fact
on behalf of the undersigned pursuant to this Limited Power of Attorney
will be in such form and will contain such information and disclosure
as such attorney-in-fact, in his or her discretion, deems necessary
or desirable;

(3) neither BFC nor any of such attorneys-in-fact assumes: (i) any
liability for the undersigneds responsibility to comply with the
requirements of the Exchange Act; (ii) any liability of the undersigned
for any failure to comply with such requirements; or (iii) any obligation
or liability of the undersigned for profit disgorgement under
Section 16(b) of the Exchange Act; and

(4) this Limited Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigneds obligations under
the Exchange Act, including, without limitation, the reporting
requirements under Section 16 of the Exchange Act.

      The undersigned hereby gives and grants each and all of the
foregoing attorneys-in-fact full power and authority to do and perform
all and every act and thing whatsoever requisite, necessary or
appropriate to be done in and about the foregoing matters as fully
to all intents and purposes as the undersigned might or could do if
present, hereby ratifying all that each and all such attorneys-in-fact
of, for and on behalf of the undersigned, shall lawfully do or cause to
be done by virtue of this Limited Power of Attorney.

      This Limited Power of Attorney shall remain in full force
and effect until revoked by the undersigned in a signed writing
delivered to each such attorney-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Limited
Power of Attorney to be executed as of this 19th day of December 2016.



	/s/ CARLIE C. WINNINGHAM, II
	Charlie C. Winningham, II