In compliance with the requirements of Chapter 55A of the North Carolina General Statute, the undersigned, all of whom are residents of Forsyth County, North Carolina and all of whom are of full age, have this day voluntarily associated themselves for the purpose of forming a corporation not for profit and do hereby certify:
ARTICLE I. Name
The name of the corporation is Woodland Hills Homeowners Association, Inc., hereafter called the “Association”.
ARTICLE II. Principal Office
The principal office of the Association is located at 350 NCNB Plaza, Winston-Salem, Forsyth County, North Carolina, 27101.
ARTICLE III. Registered Agent
Jose A. Isasi, whose address is 3601 Milhaven Road, Winston-Salem, Forsyth County, North Carolina, 27106, is hereby appointed the initial registered agent of this Association.
ARTICLE IV. Purpose and Powers of the Association
This Association does not contemplate gain or profit to the members thereof, and
no part of the net earnings of the corporation shall inure to the benefit of any officer,
director, or member of the corporation; and the specific purposes for which it is formed are to provide for maintenance, preservation and architectural control at the residence Lots and Common Area with that certain tract of property described as:
See Attached Exhibit A The purpose of this Association is to promote the health, safety and welfare of the residents within the above described property and any additions thereto as may hereafter be brought within the Jurisdiction of this Association for this purpose to:
(a) exercise all of the powers and privileges and to perform all of the duties and obligations of the Association as set forth in that certain Declaration of Covenants, Conditions and Restrictions, hereinafter called the “Declaration”, applicable to the property and recorded or to be recorded in the Office of The Register of Deeds of Forsyth County, North Carolina and as the same may be amended from time to time as therein provided, said Declaration being incorporated herein as if set forth at length;
(b) fix, levy, collect and enforce payment by any lawful means, all charges or assessments pursuant to the terms of the Declaration; to pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the Association, including all licenses, taxes or government charges levied or imposed against the property of the Association;
(c) acquire (by gift, purchase or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real or personal property in connection with the affairs of the Association:
(d) borrow money, and with tide assent of two-thirds (2/3) of all. the votes of the
membership, mortgage, pledge, deed in trust, or hypothecate any or all of its real or
personal property as security for money borrowed or debts incurred;
(e) dedicate, sell or transfer all. or any part of the Common Area to any public agency, authority, or utility for such purposes and subject to such conditions as may be agreed to by the members. No such dedication or transfer shall be effective unless the instrument has the assent of two-thirds (2/3) of all the votes of the membership, agreeing to such dedication, sale or transfer;
(f) participate in mergers and consolidations with other nonprofit corporations organized for the same purposes or annex additional residential property and Common Area, provided that any such merger, consolidation or annexation shall have the assent of two-thirds (2/3)of all the votes of the membership;
(g) have and to exercise any and all powers, rights and privileges which a corporation organized under the Non-profit Corporation Law of the State of North Carolina by law may now or hereafter have or exercise.
ARTICLE V. Membership
Every person or entity who is a record owner of a fee or undivided fee interest in any Lot, shall be a member of the Association. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. Membership shall be appurtenant to and may not be separated from ownership of any Lot.
ARTICLE VI. Voting Rights
The Association shall have one class of voting membership. Voting members shall be all Lot owners and shall be entitled to one vote for each Lot owned, with the exception of the Declarant. When more than one person holds an interest in any Lot, all such persons shall be members. The vote for such Lot shall be exercised as they determine, but in no event shall more than one vote be cast with respect to any Lot, for all members with the exception of the Declarant. In all cases, the Declarant shall be entitled to three (3) votes for each Lot owned.
ARTICLE VII. Board of Directors
The affairs of this Association shall be managed by a Board of four (4) Directors, who need not be members of the Association. The number of Directors may be changed by amendment of the By-Laws of the Association. The names and addresses of the persons who are to act in the capacity of directors until the selection of their successors are:
|Mary S. Sheppard||980 Wellington Road Winston-Salem, N. C. 27106|
|James R. Sheppard, Sr.||980 Wellington Road Winston-Salem, N. C. 27106|
|Flora Ma Isasi||3601 Milhaven Road Winston-Salem, N. C. 27106|
|Jose A. Isasi||3601 Milhaven Road Winston-Salem, N. C. 27106|
At the first annual meeting the members shall elect one director for a term of one year, one director for a term of two years, one director for a term of three years and one director for a term of four years; and at each annual meeting thereafter the members shall elect one director for a term of four years.
ARTICLE VIII. Dissolution
The Association may be dissolved with the assent given in writing and signed by not less than ninety percent (90%) of the votes of the membership. Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association, after all of its liabilities and obligations have been discharged or adequate provision made therefore, shall be dedicated to an appropriate public agency to he used for purposes similar to those for which this Association was created. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any nonprofit corporation, association, trust or other organization to be devoted to such similar purposes.
ARTICLE IX. Duration
The corporation shall exist perpetually.
ARTICLE X. Amendments
Amendment of these Articles shall require the assent of ninety percent (90%) of the votes of the entire membership, with the exception of such amendments required in order to obtain FHA and/or VA approval if such amendments are requested by the Declarant, and in such case, the assent of only fifty percent (50%) of all the votes of the entire membership shall be required.
ARTICLE XI. Declarant
All references herein to the Declarant shall refer to Sheppard, Inc., its successors and assigns forever.
IN WITNESS WHEREOF, for the purpose of forming this nonprofit corporation under the laws of the State of North Carolina, we, the undersigned, constituting the incorporators of this Association, have executed these Articles of Incorporation this 2nd day of January, 1981.