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| ARTICLES OF INCORPORATION CLOVERDALE HEIGHTS HOMEOWNERS ASSOCIATION |
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In compliance with the STATE OF WEST VIRGINIA, the
undersigned, all of whom are of legal age, having this day voluntarily
associated themselves for the purpose of forming a corporation, not-for-profit,
do hereby certify: Name The name of this corporation ("Association"
herein) is CLOVERDALE HEIGHTS HOMEOWNERS ASSOCIATION, INC. ARTICLE II The purposes for which the corporation is formed are as
follows: (a) To operate the Common Interest Community - known as
Cloverdale Heights, located in the Kabletown Magisterial District, Jefferson
County, West Virginia, in accordance with the requirements for an Association
of Unit owners charged with the administration of property under the West
Virginia Common Interest Ownership Act of the Statutes of the State of West
Virginia as amended, including, without limiting the generality of the
foregoing, the performance of the following acts and services on a
not-for-profit basis: (i) The acquisition, construction, management, supervision,
care, operation, maintenance, renewal and protection of all buildings,
structures, grounds, roadways and other facilities and installations and
appurtenances thereto relating to the Property of the Common Interest
community; to provide maintenance for the Common Elements within the common
Interest Community; to provide garbage and trash collection; to provide
security protection; to maintain lands or trees: to supplement municipal
services; to enforce any and all covenants, restrictions and agreements
applicable to the Common Interest Community and, insofar as permitted by law,
to do any other thing that, in the opinion of the Executive Board, will promote
the common benefit and enjoyment of the residents of the Common Interest
Community. (ii) The preparation of estimates and budgets of the costs
and expenses of rendering such services and performing, or contracting or entering into agreements
for such performance, as provided for in or contemplated by this subparagraph
(ii), and the apportionment of such estimated costs and expenses among and the
collection thereof from the Unit Owners obligated to assume or bear the same,
and the borrowing of money for the Association's purposes, pledging as security
the income due from Unit owners and from others and property of the corporation
and the Common Elements of the Common Interest Community. (iii) Enforcing on behalf of said Unit owners, such Rules
as may be made or promulgated by the Executive Hoard with respect to the safe
occupancy, reasonable use and enjoyment of the buildings, structures, and
grounds and facilities of the Common Interest Community, and to enforce
compliance therewith including the levy of fines. (iv) Performing, or causing to be performed, all such other
and additional services and acts as are usually performed by managers or
managing agents of real estate developments, including without limitation,
keeping or causing to be kept, appropriate books and records, preparing and
filing necessary reports and returns, and making or causing to be made audits
of books and accounts. (b) To retain counsel, auditors, accountants, appraisers
and other persons or services that may be necessary for or incidental to any of
the activities herein described. (c) To do and perform or cause to be performed all such
other acts and services that may be necessary, suitable or incidental to any of
the foregoing purposes and objects to the fullest extent permitted by law and
to' acquire, sell, mortgage, lease or encumber any real or personal property
for the purposes aforesaid. (d) To promote the health, safety, welfare, and common
benefit of the residents of the Common Interest Community. (e) To do any and all acts and things permitted to be done
by, and to have and to exercise any and all powers, rights and privileges which
are granted to a Common Interest Community Association under the West Virginia
Uniform Common Interest Ownership Act, the Declaration of Covenants, Conditions
and Restrictions for Cloverdale Heights ("Declaration"), dated
October 18, 1988, and recorded in the office of the Clerk of the County
Commission of Jefferson County, West Virginia, in Deed Book 615, at page 520,
the Bylaws, and to a nonprofit corporation under the laws of the State of West
Virginia. The foregoing statements or purposes shall be construed as
a statement both of purposes and of powers, and purposes and powers in each
clause shall not be limited or restricted by reference to or inference from the
terms or provisions of any other clause, but shall be broadly construed as
independent purposes and powers, the Association shall not, except to an
insubstantial degree, engage in any activities or exercise any powers that are
not in furtherance of the primary purposes of the Association. ARTICLE III The duration of the Association shall be perpetual. ARTICLE IV The Association shall be a nonprofit corporation, without
shares of stock. ARTICLE V The authorized number and qualifications of members of the
Association, the different classes of membership, if any, the property, voting
and other rights and privileges of members, and their liability to dues and
assessments and the method of collection. thereof, shall be as set forth in the
Bylaws and the Declaration. ARTICLE VI The initial registered office of the corporation shall be
608 East Washington Street, Charles Town, West Virginia 25414. ARTICLE VII The initial registered agent of the corporation shall be
Terry L. Marcus, whose mailing address is 608 East Washington Street, Charles
Town, West Virginia 25414 ARTICLE VIII The initial Executive Board shall consist of no less than
three persons and no more than ten persons, and said number may be changed by a
duly adopted amendment to the Bylaws, except that in no event may the number of
Directors be less than three. The names and addresses of the persons who shall
serve as Directors until their successors shall be elected and qualify are as
follows:
ARTICLE IX The name and address of the incorporator is Charles C.
Marcus, 608 East Washington Street, Charles Town, West Virginia 25414. ARTICLE X Amendment of these Articles shall require the assent of at
least seventy five percent (75%) of the Executive Board. ARTICLE XI The class, rights and qualifications and the manner of
election or appointment of members are as follows: Any person who holds title
to a Unit in the Common Interest Community shall be a member of the
corporation. There shall be one membership for each Unit owned within the
Common Interest Community. Such membership shall be automatically transferred
upon the conveyance of such Unit. Voting shall be one vote per Unit and the
vote to which each membership is entitled is the vote assigned to its Units in
the Declaration of the Common Interest Community. If a Unit is owned by more
than one person, such persons shall agree among themselves how a vote for such
Unit's membership is to be cast. Individual co-owners may not cast fractional
votes. A vote by a co-owner for the entire Unit's membership interest shall be
deemed to be pursuant to a valid proxy, unless another co-owner of the same
Unit objects at the time the vote is cast, in which case such membership's vote
shall not be counted. The members shall be of one class: Unit owners who shall
own such Units as defined in the Declaration. These Unit owners shall elect all
members of the Executive Board, following the period of Declarant control
defined below. Notwithstanding the foregoing, the Declarant of the Common
Interest Community shall have such additional rights and qualifications as may
be provided under the West Virginia Uniform Common Interest Ownership Act and
the Declaration, including the right to appoint members of the Executive
Board as follows: The Declaration provides that during the period of Declarant
control the Declarant, or persons designated by him or her, subject to certain
limitations contained in the Declaration, may appoint and remove the officers
and members of the Executive Board. The period of Declarant control terminates
no later than the earlier of: (1) 60 days after conveyance of 75 percent of the
Units that may be created to Unit owners other than a Declarant; (2) two years
after all Declarants have ceased to offer Units for sale in the ordinary course
of business; or (3) two years after any right to add new Units was last
exercised. A Declarant may voluntarily surrender the right to appoint and
remove officers and Directors of the Executive Board before termination of the
periods of Declarant control, but in that event the Declarant may require, for
the duration of the period of Declarant control, that specified actions of the
Association or Executive Board, as described in a recorded instrument executed
by the Declarant, be approved by the Declarant before they become effective. Not later than 60 days after conveyance of 25 percent of
the Units that may be created to Unit Owners other than a Declarant at least
one member and not less than 25 percent of the members of the Executive Board
shall be elected by Unit owners other than the Declarant. Not later than 60
days after conveyance of 50 percent of the Units that may be created to Unit
Owners other than a Declarant, not less than 33-1/3 percent of the members of
the Executive Board must be elected by Unit Owners other than the Declarant. Except as otherwise provided above, not later than the
termination of any period of Declarant control, the Unit Owners shall elect an
Executive Board of at least three members, at least a majority of whom shall be
Unit Owners. The Executive Board shall elect the officers. The Executive Board
members and officers shall take office upon election. Notwithstanding any provision of the Declaration or Bylaws
to the contrary, following notice under Section 3-108 of the Uniform Common
Interest Ownership Act, the Unit Owners, by a two-thirds vote of all persons
present and entitled to vote at any meeting of the Unit owners at which a
quorum is present, may remove any member of the Executive Board with or without
cause, other than a member appointed by the Declarant. Holders of Security Interests in the Units may have or be
granted certain rights of approval or disapproval of certain actions of the
Association or its members. IN WITNESS WHEREOF,
the undersigned incorporator has hereunto set his hand and seal this 3rd day of November, 1988. /S/ CHARLES
C. MARCUS STATE OF WEST VIRGINIA, COUNTY OF JEFFERSON, to-wit: The foregoing instrument was acknowledged before me this
3rd day of November, 1988, by CHARLES C. MARCUS, in
my said County and State. My commission expires: July 3rd 1995 . /S/ Mary L. Keesecker NOTARY PUBLIC Prepared by Walter Washington, Attorney at Law. |
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