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HOA: Lake Vista Property Owners Association, Inc.
Document: State Corporation Commission HOA/hUMnM4vsPOMRtN5W.pdf
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Commonwealth of Wirginia.
STATE CORPORATION COMMISSION
Richmond, April 12, 1984
This is to Certify that the certificate of incorporation of
LAKE VISTA PROPERTY OWNERS ASSOCIATION, INC.
was this day issued and admitted to record in this office
and that the said corporation is authorized to transact its
business subject to all the laws of the State applicable to the
corporation and its business.
CORPORATIO
STATE
1903
COMMISSION
State Corporation Commission
William
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Klerk of the Compass
ARTICLES OF INCORPORATION
OF
LAKE VISTA PROPERTY OWNERS ASSOCIATION, INC.
In compliance with the requirements of the Virginia Nonstock Corporation Act (Va. Code,
§13.1-201, et seq.), the undersigned has this day formed a corporation not for profit and does
hereby certify:
ARTICLE I
The name of the corporation is Lake Vista Property Owners Association, Inc., hereinafter
called the "Association." It is formed pursuant to the ordinances of Bedford County, Virginia.
ARTICLE II
The principal office of the Association is located at P.O. Box 236, Forest, Virginia 24551.
ARTICLE III
The initial Registered Office of the Association shall be located at the law offices of Gentry,
Locke, Rakes & Moore, 800 Colonial Plaza, P.O. Box 1018, in the City of Roanoke, Roanoke,
Virginia 24005, and the initial Registered Agent shall be Charles L. Williams, Jr., who is a member
of the Virginia State Bar, a resident of the State of Virginia, and whose business address is the
same as the address of the initial Registered Office.
ARTICLE IV
PURPOSE AND POWERS OF ASSOCIATION
This Association does not contemplate pecuniary gain or profit to the members thereof,
and the specific purposes for which it is formed are to provide for maintenance, preservation and
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OF ASSOCIATION
This Association does not contemplate pecuniary gain or profit to the members thereof,
and the specific purposes for which it is formed are to provide for maintenance, preservation and
architectural control of the residential lots or units and common areas within that certain tract of
real property known as Lake Vista owned and developed by Lake Vista Development Corporation.
It shall be the further purpose of this Association to promote the health, safety and welfare
of the residents within such property and any additions thereto as may hereafter be brought within
the jurisdiction of this Association.
For the above-stated purposes, this Association shall have the power to:
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a. exercise all of the powers and privileges and perform all of the duties and obligations
of the Association as set forth in that certain Declaration of Restrictive Covenants,
hereinafter called the "Declaration," applicable to the real property and now recorded
or to be recorded in the land books of Bedford County, Virginia, and as the same may
be amended from time to time as therein provided. The Corporation shall have the
further purpose to perform any and all contracts necessary for the proper development
and maintenance of the real estate described above. Said Declaration is incorporated
herein as if set forth at length, and the terms "Association," "lot owner," "unit owner,"
"common areas," "lot,” and “Declarant” shall have the same meaning herein as in the
Declaration.
b. fix, levy, collect and enforce payment by any lawful means, of all charges or
assessments pursuant to the terms of the Declaration and amendments thereto; to pay
all expenses in connection therewith and all office and other expenses incident to the
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wful means, of all charges or
assessments pursuant to the terms of the Declaration and amendments thereto; 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
governmental charges levied or imposed against any 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 of otherwise dispose of
real or personal property in connection with the affairs of the Association;
d. borrow money, and with the authorization of more than two-thirds (2/3) of each class of
members, 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 areas to any public agency,
authority, or utility for such purposes and subject to such conditions as may be agreed
to by members. No such dedication or transfer shall be effective unless authorized by
the vote of more than two-thirds (2/3) of each class of members;
f. participate in mergers and consolidations with other nonprofit corporations organized
for the same purpose or annex additional residential property and common areas,
provided that any such merger, consolidation or annexation shall have the assent of
more than two-thirds (2/3) of each class members;
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g. construct, own, transfer and maintain any and all sewer/septic and water/well systems
in connection with said development; and
h. have and to exercise any and all powers, rights and privileges which a corporation
organized under the Virginia Nonstock Corporation Act by law may now or hereafter
have or exercise.
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velopment; and
h. have and to exercise any and all powers, rights and privileges which a corporation
organized under the Virginia Nonstock Corporation Act 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 a lot or
unit which is subject to assessment by the Association, including contract sellers, 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 which is subject to assessment
by the Association.
ARTICLE VI
VOTING RIGHTS
The Association shall have two classes of voting membership:
Class A. Class A members shall be all lot or unit owners (with the exception, for so long
as there shall be a Class B membership, of the Declarant) and shall be entitled to one vote for
each lot or unit owned. When more than one person or entity holds an interest in any unit, all such
persons shall be members. The vote for such lot or unit shall be exercised as they determine, but
in no event shall more than one vote be cast with respect to any lot or unit.
Class B. The Class B member shall be the Declarant/Developer, Lake Vista Development
Corporation, which shall be entitled to four (4) votes for each lot or unit owned under construction
or planned in the overall development plan. The Class B membership shall cease and be
converted to Class A membership on the happening of either of the following events, whichever
occurs earlier:
a. when the total votes outstanding in Class A membership equal the total votes
outstanding in the Class B membership; or
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on the happening of either of the following events, whichever
occurs earlier:
a. when the total votes outstanding in Class A membership equal the total votes
outstanding in the Class B membership; or
b. Declarant/Developer, at its election, terminates such Class B membership.
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ARTICLE VII
BOARD OF DIRECTORS
The affairs of this Association shall be managed by a Board of Directors. The initial Board
shall have three (3) directors. The names and addresses of the persons who are to act in the
capacity of directors until the selection of their successors are:
NAME
Wayne B. Corley
Marty F. Corley
Barry Terry
ADDRESS
P.O. Box 236
Forest, VA 24551
P.O. Box 236
Forest, VA 24551
P.O. Box 236
Forest, VA 24551
At the first annual meeting of the members, the members shall elect one-third (1/3) of the
directors for a term of one year, one-third (1/3) of the directors for a term of two years, and one-
third (1/3) of the directors for a term of three years; thereafter, the directors shall be elected for
three-year terms.
directors.
The Association may in its by-laws and by amendment thereto increase the number of
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ARTICLE VIII
DISSOLUTION
The Association may be dissolved with the assent of more than two-thirds (2/3) of each
class of members. Upon dissolution of the Association, other than incident to a merger or
consolidation, the assets of the Association shall be dedicated to an appropriate public agency to
be used for purposes similar to those 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.
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ARTICLE IX
AMENDMENT
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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.
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ARTICLE IX
AMENDMENT
A proposed amendment of these Articles shall be adopted upon more than two-thirds (2/3)
of the votes entitled to be cast by members present or represented by proxy at the meeting at
which such proposed amendment is considered.
IN WITNESS WHEREOF, for the purpose of forming this corporation, under the laws of the
Commonwealth of Virginia, the undersigned, the incorporator of this Association, has executed
these Articles of Incorporation on this the 5th day of April, 1984.
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Charles L. William's,
Jr
ী
WAIVER OF NOTICE
ORGANIZATIONAL MEETING OF BOARD OF DIRECTORS
The undersigned, being all of the Directors of Lake Vista Property Owners Association,
Inc., a corporation organized and existing under the laws of the State of Virginia, do hereby waive
notice of the time, place and purpose of the organizational meeting of the Board of Directors of the
Corporation and do agree that such meeting shall be held at 10:00 a.m., May 2, 1984, at Gentry,
Locke, Rakes & Moore, 800 Colonial Plaza, Roanoke, Virginia.
ཚ་གམ་ཚན་
Wayne B. Corley
Calg
Corley
Marty 7
Marty F. Corley
Barry / Terry
Barry Terry
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UNANIMOUS CONSENT OF INITIAL DIRECTORS
IN LIEU OF ORGANIZATIONAL MEETING
The undersigned, being all of the initial Directors of Lake Vista Property Owners
Association, Inc. hereby consent to the following resolutions this 2nd day of May, 1984, pursuant to
Section 13.1-41.1 of the Code of Virginia (1950), as amended, in lieu of an organizational meeting
of the Board of Directors of the Corporation.
A Certificate of Incorporation which had been issued by the State Corporation Commission
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Virginia (1950), as amended, in lieu of an organizational meeting
of the Board of Directors of the Corporation.
A Certificate of Incorporation which had been issued by the State Corporation Commission
on April 12, 1984 was presented to the Directors. The Secretary is directed to file the Certificate in
the corporate minute book immediately preceding this consent.
The following officers were unanimously elected to serve until the first annual meeting of
the Board of Directors or until their successors are elected:
Wayne B. Corley
Mary Corley
Emily F. Corley
President
Secretary
Treasurer
The form of By-Laws presented to the Directors was adopted as the By-Laws of the
Corporation and the Secretary was instructed to insert a copy of the By-Laws in the minute book of
the Corporation.
The following resolution designating a depository for the funds of the Corporation and
authorizing certain persons to sign checks for the Corporation is hereby adopted:
RESOLVED that the American Federal Savings and Loan Association is hereby
designated for the Corporation, and that a checking account shall be opened and maintained in the
name of the Corporation with such bank;
FURTHER RESOLVED that the officers of the Corporation are hereby authorized and
directed to execute on behalf of the Corporation and file with such bank designated as a depository
of the Corporation a proper signature card designating the officers as authorized to sign checks
and drafts to be paid from the Corporation's account;
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FURTHER RESOLVED that the form of banking resolutions used by such bank serving as
a depository of the Corporation, a copy of which is hereby filed with these minutes, is hereby
approved and adopted in all respects.
Corley
Wayne B. Corley
Mart
of Corley
Marty F. Corley
Barry Jerry
Barry Terry
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ry of the Corporation, a copy of which is hereby filed with these minutes, is hereby
approved and adopted in all respects.
Corley
Wayne B. Corley
Mart
of Corley
Marty F. Corley
Barry Jerry
Barry Terry
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