ARTICLES OF INCORPORATION OF UNIVERSITY WOODS AT CENTENNIAL CONDOMINIUMS UNITOWNERS ASSOCIATION In compliance with the requirements of the laws of the State of North Carolina, the undersigned, who is a resident of Wake County, North Carolina, and is of full age, has signed and acknowledged these Articles of Incorporation for the purpose of forming a non-profit corporation and does hereby certify: ARTICLE I NAME The name of the corporation is UNIVERSITY WOODS AT CENTENNIAL CONDOMINIUMS UNITOWNERS ASSOCIATION, hereinafter called the "Association".
The Association shall exist perpetually.
ARTICLE II DURATION ARTICLE III REGISTERED OFFICE AND AGENT The principal and initial registered office of the Association is located at 142 Mine Lake Court, Raleigh, Wake County, North Carolina 27615; and Donna Preiss is the initial registered agent of the Association at that address.
ARTICLE IV PURPOSE OF THE 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 beautification, maintenance, preservation, and architectural control of the exterior of the single family homes, multi-family units and non-residential areas, the residence lots, limited common area and the common area, including the maintenance of private streets, within that development known as UNIVERSITY WOODS AT CENTENNIAL CONDOMINIUMS.
ARTICLE V POWERS OF THE ASSOCIATION The Association shall have the following general powers and any others impliedly 35 arising therefrom, to be exercised in the manner provided and in conformity with applicable law, the Declaration hereinafter referred to, the Bylaws of the Association, and these Articles: (a) To exercise all of the powers and privileges and to perform all of
nd in conformity with applicable law, the Declaration hereinafter referred to, the Bylaws of the Association, and these Articles: (a) To 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, herein called the "Declaration", applicable to the property, and recorded or to be recorded in the Office of the Register of Deeds of Wake County, North Carolina, and as the same may be amended from time to time as herein provided, said Declaration being specifically incorporated herein by reference as if fully herein set out; (b) To 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, but specifically not limited to, licenses, taxes, and governmental charges levied or imposed against the property of the Association; (c) To 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, subject always to the provisions and requirements of the Declaration; (d) To borrow money, mortgage, pledge, deed in trust, or hypothecate its real or personal property as security for money borrowed or debts incurred, subject always to the provisions and limitations of the Declaration; (e) To participate in mergers and consolidations with other nonprofit corporations organized for the same purposes or annex additional residential property
ovisions and limitations of the Declaration; (e) To participate in mergers and consolidations with other nonprofit corporations organized for the same purposes or annex additional residential property and common area subject always to the provisions and limitations set forth in the Declaration; (f) To have and to exercise any and all powers, rights and privileges which a corporation organized under the Non-Profit Corporation Act of the State of North Carolina (Chapter 55A, North Carolina General Statutes) by law may now or hereafter exercise.
ARTICLE VI MEMBERSHIP The Declarant, for so long as it shall be an Owner, and every person who is a record owner of a fee or undivided fee interest in any lot which is subject by covenants of record to assessments by the Association, including contract sellers, but excluding persons who hold an interest merely as security for "the performance of an obligation, shall be a member of the Association. Ownership of such interest shall be the sole, qualification for membership (other than Declarant); no owner shall have more than one membership and there shall be only one vote per lot. Membership shall be appurtenant to and may not be separated from ownership of any lot which is subject to assessment. The Board of Directors may make reasonable rules relating to the proof of ownership of a lot in this subdivision.
36 ARTICLE VII.
VOTING RIGHTS Section 1. Classes of Membership. The Association shall have two classes of voting membership: • (a) Class A. Class A members shall be all owners as defined in Article VI with the exception of the Declarant. Class A members shall be entitled to one vote for each lot in which they hold the interest required for membership by Article VI. When more than one
in Article VI with the exception of the Declarant. Class A members shall be entitled to one vote for each lot in which they hold the interest required for membership by Article VI. When more than one person holds such interest in any lot, all such persons shall be members. The vote for such lot shall be exercised as the owners thereof determine, but in no event shall more than one vote be cast with respect to any lot, and no fractional vote.may be cast with respect to any lot.
(b) Class B. The Class B member shall be the Declarant, and it shall be entitled to three (3) votes for each lot in which it holds a fee or undivided fee interest; provided that 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: (1) When the total votes outstanding in Class A membership equal the total votes outstanding in Class B membership; provided, that the Class B membership shall be reinstated with all rights, privileges, and responsibilities, if, after conversion of the Class B membership to Class A membership as herein provided, additional lands are annexed to the property by the Declarant in the manner provided in Article IV, Subparagraph (b) hereof; or (2) on January 1, 2014.
Section 2. Suspension of Voting Rights. The right of any member to vote may be suspended by the Board of Directors for just cause pursuant to its rules and regulations and for any period during which any assessment against the lot of a member remains unpaid.
ARTICLE VIII BOARD OF DIRECTORS Section 1. Number; Initial Board. The affairs of the Association shall be managed by a Board of not fewer than three (3). nor more than fifteen (15) Directors, who need not be members of
OF DIRECTORS Section 1. Number; Initial Board. The affairs of the Association shall be managed by a Board of not fewer than three (3). nor more than fifteen (15) Directors, who need not be members of the Association. The number of Directors required by the Bylaws of the Association may be changed by amendment thereof. The initial Board shall consist of five (5) Directors and the names and addresses of the persons who are to act in the capacity of and constitute the initial Board of Directors until the selection and qualification of their successors are: Name Donna Preiss Wayne A. Roper Jim Morton Fred Mills, Sr.
Linda Mobley Address 142 Mine Lake Court, Raleigh, N.C. 27615 110 Horizon Drive, Suite 100, Raleigh, N.C. 27615 142 Mine Lake Court, Raleigh, NC 27615 P.O. box 6171, Raleigh, NC 27628 142 Mine Lake Court, Raleigh, NC 27612 Section 2. Election: Term. At or within ten (10) days after the first annual meeting, the members shall elect the number of Directors required by the Bylaws. The term of Directors 37 thereafter elected shall be as provided in the Bylaws. All directors shall serve until their successors have been duly elected and qualified.
Section 3. The method of election of Directors after the first election held pursuant to Section 2 shall be as provided in the Bylaws.
ARTICLE IX MERGERS AND CONSOLIDATIONS To the extent permitted by law, the Association may participate in mergers and consolidations with other nonprofit corporations organized for the same or similar purposes; provided, no merger or consolidation may be effectuated unless two-thirds (2/3) of all the votes entitled to be cast by the Class A membership and two-thirds (2/3) of all the votes entitled to be cast by the Class B membership are cast in favor of merger or consolidation at
(2/3) of all the votes entitled to be cast by the Class A membership and two-thirds (2/3) of all the votes entitled to be cast by the Class B membership are cast in favor of merger or consolidation at an election held for such purpose.
ARTICLE X DISSOLUTION OR INSOLVENCY Section 1. Voluntary Dissolution. The Association may be dissolved with the assent given in writing and signed by members having not less than two-thirds (2/3) of the votes of the Class A membership and two-thirds (2/3) of the votes of the Class B membership, if any.
Section 2. Election of Successor. Upon dissolution or insolvency of the Association, the members may elect to: (a) form a non-profit corporation and transfer and assign to such corporation the property of the Association for beautification, maintenance, and preservation of lots, yards, limited common areas and common areas within University Woods At Centennial, with Power to assess the owners for such purposes; or (b) transfer, assign, and convey the property of the Association to any nonprofit corporation, association, trust, or other organization which is or shall be devoted to purposes and uses that would most nearly conform to the purposes and uses to which the common area was required to be devoted by the Association.
Section 3. Transfer of Assets. The Association shall have no capital stock, and in the event of dissolution, no member, Director, or officer of the Association, and no private individual, shall be entitled to share in the distribution of the assets of the Association. If any assets shall remain after satisfaction of its just debts, the association shall grant, convey, and assign such assets to any entity or entities that have accepted and undertaken the care and management of
ts shall remain after satisfaction of its just debts, the association shall grant, convey, and assign such assets to any entity or entities that have accepted and undertaken the care and management of the common area or portions thereof. In the event that more than one entity has undertaken such care and management, the Association may distribute the assets among such entities in a manner which the Association, in its discretion, deems fair and equitable.
38 ARTICLE XI AMENDMENTS Section 1. Amendment by Membership, Except as herein provided,, any amendment of these Articles shall require the assent of members or proxies entitled to cast seventy-five percent (75%) of the entire vote of the membership.
Section 2. Amendment of Articles Without Approval of Owners. The Declarant, without the consent or approval of any other owner, shall have the right to amend these Articles to conform to the requirements of any law or governmental agency having legal jurisdiction over the Property or to qualify the Property or any lots and improvements thereon for mortgage or improvement loans made or insured by a governmental agency or to comply with the requirements of law or regulations of any corporation or agency belonging to, sponsored by, or under the Substantial control of, the United States Government or the State of North Carolina, regarding Purchase or sale of such lots and improvement, or mortgage interests therein, as well as any other law or regulation relating to the control of Property including, without limitation, ecological controls, construction standards, aesthetics, and matters affecting the public health, safety and general welfare. A letter from an official of any such corporation
ing, without limitation, ecological controls, construction standards, aesthetics, and matters affecting the public health, safety and general welfare. A letter from an official of any such corporation or agency, including, without limitation, the Veterans Administration, U. S. Department of Housing and Urban Development, the Federal Home Loan mortgage Corporation, Government National Mortgage Association, or the Federal National Mortgage Association, requesting or suggesting an amendment necessary to comply with the requirements of such corporation or agency shall be sufficient evidence of the approval of such corporation or agency, provided that the changes made substantially conform to such request or suggestion.
Section 3. No amendment made pursuant to this Section shall be effective until duly recorded in the Secretary of State's Office and the Office of the Register of Deeds of Wake County.
ARTICLE XII FHA/VA APPROVAL Notwithstanding any provision in this instrument to the contrary, as long as there is a Class B membership, and if Declarant desires to qualify sections of University Woods At Centennial for Federal Housing Administration or Veterans Administration approval (but nototherwise), the following actions will require the prior approval of the Federal Housing Administration or the Veterans Administration: annexation of additional properties, dedication of Common Areas; exchange of Common Area for other portions of the properties, and amendment of the Declaration of Covenants, Conditions and Restrictions.
ARTICLE XIII INCORPORATOR The name and address of the incorporator is as follows: Donna Preiss 142 Mine Lake Court, Raleigh, North Carolina 27615 39 I IN WITNESS WHEREOF, for the purpose of forming this corporation under the laws of the
nd address of the incorporator is as follows: Donna Preiss 142 Mine Lake Court, Raleigh, North Carolina 27615 39 I IN WITNESS WHEREOF, for the purpose of forming this corporation under the laws of the State of North Carolina, the undersigned, as incorporator, has executed these Articles of Incorporation, this the day of 2000. .
Donna Press.
(SEAL) Donna Preiss, Incorporator NORTH CAROLINA WAKE COUNTY 1. DONNA B. PARHAM a Notary Public, do hereby certify that DONNA PReiss personally appeared before me this day and acknowledged the due execution of the foregoing instrument.
This the 26 day of May 2000.
D B.
3 Notary Public My commission expires: My Commission C 2004 -40 EXHIBIT "B" to Public Offering Statement University Woods at Centennial Condominiums Unitowners Association Current Balance Sheet $0.00 Dues will begin accumulating upon closing. The current building owners will continue to assume liability for maintenance until each unit closes whereupon the assessed dues will be administered by The Preiss Company, Inc. as needed.
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