Waterford Place Homeowners Association ARTICLES OF INCORPORATION (SEARCHABLE) Germantown, Maryland USA Source: Waterford Place Homeowners Association, Inc. Manual July 2020; Updated November 2021 to correct minor typographical errors.
ARTICLE DESCRIPTION Articles of Incorporation 1 Name of Corporation 2 Principal Office 3 Resident Agent 4 Powers and Purposes 5 No Capital Stock 6 Membership 7 Voting Rights 8 Right of Enjoyment 9 Board of Directors 10 Dissolution 11 Duration 12 Amendments 13 VA and FHA Approval Waterford Place Homeowners Association ARTICLES OF INCORPORATION (SEARCHABLE) Germantown, Maryland USA Source: Waterford Place Homeowners Association, Inc. Manual July 2020; Updated November 2021 to correct minor typographical errors.
ARTICLES OF INCORPOATION OF WATERFORD PLACE HOMEOWNERS ASSOCIATION, INC.
In compliance with the requirements of the Corporations and Associations Article, Title 2, Annot ated Code of Maryland (1985 Replacement Volume), the undersigned, G. Michael DuFour, whose post office address is Six Montgomery Village Avenue, Suite 402, Gaithersburg, Maryland 20879, being at least eighteen (18) years of age, has this day, by execution of these Articles, voluntarily declared himself to be an incorporator for the purpose of forming a non -stock, non -profit corporation pursuant to the general laws of Maryland, and does hereby certify: ARTICLE I NAM E OF CORPORATION The name of the Corporation is WATERFORD PLACE HOMEOWNERS ASSOCIATION, INC. , hereinafter called the “Association”.
ARTICLE II PRINCIPAL OFFICE The post office address of the principal office of the Association is c/o G. Michael DuFour, Conroy, FitzGerald, Ballman & Dameron Chartered, Six Montgomery Village Avenue, Suite 402, Gaithersburg,
CE The post office address of the principal office of the Association is c/o G. Michael DuFour, Conroy, FitzGerald, Ballman & Dameron Chartered, Six Montgomery Village Avenue, Suite 402, Gaithersburg, Maryland 20879.
ARTICLE III RESIDENT AGENT The name of it s resident agent is G. Michael DuFour, Conroy, FitzGerald, Ballman & Dameron, Chartered, whose post office address is Six Montgomery Village Avenue, Suite 402, Gaithersburg, Maryland 20879. Said resident agent is a citizen of the State of Maryland and actually resides therein.
ARTICLE IV POWERS AND PURPOSES This Association does not contemplate pecuniary gain or profit, direct or indirect to the members thereof, and the specific purposes for which it is formed are to provide for or assure the maintenance, preservation and architectural control of the Property subject to the Declaration of Covenants, Conditions & Restrictions, Waterford Place Homeowners As sociation, including such additions thereto as may be hereafter brought within the jurisdiction of the Association, and to promote the health, safety and welfare of the Owners of the Property and any additions thereto as may hereafter be brought within the jurisdiction of this Association.
For this purpose, the Association shall have the power and authority to: Waterford Place Homeowners Association ARTICLES OF INCORPORATION (SEARCHABLE) Germantown, Maryland USA Source: Waterford Place Homeowners Association, Inc. Manual July 2020; Updated November 2021 to correct minor typographical errors.
(a) Exercise all of the powers and privileges and perform all of the duties and obligations of the Association as set forth in the Declaration of Covenants, Conditions and Restrictions, hereinafter
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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 the Declaration of Covenants, Conditions and Restrictions, hereinafter called the “Declaration”, applicable to the Property and recorded or to be recorded among the Land Records of Montgomery County, Maryland, and as the same may be amended from time to time as therein provided, said Declaration being incorporated herein as if set forth in full and made a part hereof; (b) Fix, levy, collect and enforce payment by any lawful means, of all charges or assessments pursuant to the terms of the Declaration; to pay all expenses in connection therewith, including all office expenses, licenses, taxes or governmental charges levied or imposed against the property of the Association and all other expenses incident to the conduct of the business 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 the assent of two- thirds (2/3) of each class of members mortgage, pledge, deed in trust, or hypothecate any or all of the real or personal property owned by the Association 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 fo r such purposes and subject to such conditions as may be agreed to by the members. No such dedication or transfer shall be effective unless two -thirds (2/3) of each class of members have
utility fo r such purposes and subject to such conditions as may be agreed to by the members. No such dedication or transfer shall be effective unless two -thirds (2/3) of each class of members have consented to such dedication, sale or transfer, and unless T he Maryla nd-National Capital Park and Planning Commission (“M-NCPPC”), or its successor or assigns, has given its prior written approval thereof, which approval shall not be unreasonably withheld or delayed; (f) Participate in mergers and consolidations with other non -profit 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 each class of members, unless the Declaration or By-Laws provides otherwise; (g) Have and exercise any and all powers, rights and privileges which a non -stock, non -profit corporation organized under the laws of the State of Maryland by law may now or hereafter have or exercise.
ARTICLE V NO CAPITAL STOCK This Association is not authorized to issue any capital stock and shall not be operated for profit. The Association does not anticipate distributing dividends, gains or profits to its members. No member shall have any personal liability for the debts or obligations of the Association.
ARTICLE VI MEMBERSHIP This Association shall have two (2) classes of voting membership: Class A: Class A members shall be all Owners with the exception of the Declarant (with respect to any Lot for which the Declarant holds a Class B membership), and Class A members shall be entitled to one (1) Waterford Place Homeowners Association ARTICLES OF INCORPORATION (SEARCHABLE) Germantown, Maryland USA
Declarant holds a Class B membership), and Class A members shall be entitled to one (1) Waterford Place Homeowners Association ARTICLES OF INCORPORATION (SEARCHABLE) Germantown, Maryland USA Source: Waterford Place Homeowners Association, Inc. Manual July 2020; Updated November 2021 to correct minor typographical errors.
vote for each Lot owned. When more than one (1) person holds an interest in any Lot, all such persons shall be members. The vote for such Lot shall be exercised as they among themselves determine, but in no event shall more than one (1) vote be cast by a Class A member with respect to any Lot.
Class B: The Class B member(s) shall be the Declarant (as that term is defined in the Declaration).
Class B members shall be entitled to three (3) votes for each Lot owned. The Class B membership shall cease and be c onverted to a Class A membership upon the happening of any of the following events, whichever occurs earliest: i. When the total votes outstanding in the Class A membership equal the total votes outstanding in the Class B membership, except when the provisions of Article II of the Declaration of Covenants permit additional land to be annexed, and such annexation may cause the total Class B votes to again exceed the total Class A votes, the Class B membership shall not be terminated under this paragraph; or ii. five (5) years from the date or recordation of the Declaration; provided, however, that if the Declarant is delayed in the improvement and development of the Property on account of a sewer, water or building permit moratorium of any other cause or event beyond the Declarant’s control, then the aforesaid five (5) year period shall b e extended by a period of
roperty on account of a sewer, water or building permit moratorium of any other cause or event beyond the Declarant’s control, then the aforesaid five (5) year period shall b e extended by a period of time equal to the length of the delays or two (2) years, whichever is less.
The members of the Association shall have no preemptive rights, as such members, to acquire any memberships of this Association that may at any time be issued by the Association except as may be specifically provided in these Articles of Incorporation or the By-Laws of the Association.
ARTICLE VII VOTING RIGHTS Every person or entity who is a record owner of a fee or undivided fee interest in any Lot, including contract sellers, shall be a member of the Association; provided that any such person or entity who or which hold such interest merely as security for the performance of an obligation shall not be a member. Membership shall be appurtenant to, and may not be separated from, ownership of any Lot which is subject to assessment by the Association.
ARTICLE VIII RIGHT OF ENJOYMENT Every Owner shall have a right and easement of enjoyment in and to the Common Area, including the private streets and parking lots and walkways included therein, which shall be appurtenant to and shall pass with the title to every Lot, for the purposes of ingress and egress to and from his Lot.
ARTICLE IX BOARD OF DIRECTORS The affairs of this Association shall be managed by a Board consisting of three (3) directors whose names and addresses are hereinafter listed. Commencing with the first annual meeting of the Association, the Waterford Place Homeowners Association ARTICLES OF INCORPORATION (SEARCHABLE) Germantown, Maryland USA Source: Waterford Place Homeowners Association, Inc. Manual
meeting of the Association, the Waterford Place Homeowners Association ARTICLES OF INCORPORATION (SEARCHABLE) Germantown, Maryland USA Source: Waterford Place Homeowners Association, Inc. Manual July 2020; Updated November 2021 to correct minor typographical errors.
Board shall consist of not fewer than five (5) directors. The number of directors shall be determined by a vote of the members at the first annual meeting of the members and the number of directors may be changed by a vote of the members at any subsequent annual or special meeting of the members; provided, however, that (a) the limitations of this Section shall continue to apply; and (b) no such change shall operate to curtail or extend the term of any incumbent director. The directors need not be members o f 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 initially act in the capacity of directors until the selection of their successors are: 1. David Schenkel 15850 Crabbs Branch Way, Suite 180, Rockville, Maryland 20855 2. David D. Flanagan 6820 Elm Street, McLean, Virginia 3. John Clarke 6820 Elm Street, McLean, Virginia At the first annual meeting, the members shall elect one (1) director for a term of one (1) year, two (2) directors for a term of two (2) years and two directors for a term of three (3) years; and at each annual meeting thereafter, the members shall elect a director to each vac ancy for a term of three (3) years.
ARTICLE X DISSOLUTION The Association may be dissolved with the assent given in writing and signed by not less than twothirds (2/3) of each class of members and with the written approval of M -NCPPC, or its successors or assigns,
iation may be dissolved with the assent given in writing and signed by not less than twothirds (2/3) of each class of members and with the written approval of M -NCPPC, or its successors or assigns, which approval shall not be unreasonably withhel d or delayed. Written notice of a proposal to dissolve, setting forth the reasons therefor and the disposition to be made of the assets (which shall be consonant with this ARTICLE X) shall be mailed to every member not less than ten (10 ) days nor more than fifty (50) days in advance of any action to be taken. Upon dissolution of the Association, other than that incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes simil ar to those for which the Association was created. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any non- profit corporation, association, trust or other organization to be devoted to such similar purposes.
ARTICLE XI DURATION This Association shall exist perpetually.
ARTICLE XII AMENDMENTS Amendment of these Articles shall require the assent of seventy -five percent (75%) of the entire membership.
Waterford Place Homeowners Association ARTICLES OF INCORPORATION (SEARCHABLE) Germantown, Maryland USA Source: Waterford Place Homeowners Association, Inc. Manual July 2020; Updated November 2021 to correct minor typographical errors.
ARTICLE XIII VA AND FHA APPROVAL As long as there is a Class B membership, and provided any Lot within the Property is encumbered by a Mortgagee insured by the Federal Housing Administration, or guaranteed by the Veterans Administration, the
ere is a Class B membership, and provided any Lot within the Property is encumbered by a Mortgagee insured by the Federal Housing Administration, or guaranteed by the Veterans Administration, the following actions will require the prior approval of the Veterans’ Administration and the Federal Housing Administration: annexation of additional properties not in conformance with the Development Plan (as such term is defined in the Declaration) as approved by the Veterans’ Administration and the Federal Housing Administration, mergers and consolidations, mortgaging of the Common Area , dedication of the Common Area, dissolution and amendment of these Articles.
IN WITNESS WHEREOF , G. Michael DuFour has signed, sealed and delivered these Articles of Incorporation as his own free act and deed on this 17 th day of September 1991.
WITNESS: Carol A. Beavers and G. Michael DuFour Signed/ Notarized on September 17, 1991: Carol A. Beavers, Notary Public State of Maryland, County of Montgomery