Altamont Patio Condominiums

Articles of Incorporation

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ARTICLES OF INCORPORATION OF HIGHLAND TERRACE CONDOMINIUM ASSOCIATION, INC.
 
 

ARTICLE I: Name

ARTICLE II: Purpose

ARTICLE III: Powers

ARTICLE IV: Membership

ARTICLE V: Duration of Association

ARTICLE VI: Directors

ARTICLE VII: Officers

ARTICLE VIII: Indemnification

ARTICLE IX: Registered Office and Agent

ARTICLE X: Initial Directors

ARTICLE XI: Incorporators

ARTICLE XII: By-Laws
 
 

 KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, desiring to organize a not-for-profit corporation under the provisions of the Alabama Non-Profit Corporation Act, Code of Alabama 1975, Section 10-3-1 et seq., hereby sign, verify and file these Articles of Incorporation and certify as follows:

ARTICLE I: Name
The name of the corporation shall be Highland Terrace Condominium Association, Inc. (hereinafter sometimes referred to as "the Association").

ARTICLE II: Purpose
The purpose for which the Association is formed is to provide an entity for the management and operation of Highland Terrace Condominium (a "Condominium"), to be established as said Condominium by Declaration of Condominium to be filed in the Office of the Judge of Probate of Jefferson County, Alabama (hereinafter referred to as "the Declaration") being located on the following described land situated in Jefferson County, Alabama, which land is to be submitted to the Condominium form of ownership by said Declaration; more particularly described as follows:

Lot "A" being a Resurvey of Lots 7, 8, 9, 10, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26 of Highland Terrace, as Recorded in Map Book 107, Page 60 in the Probate Office of Jefferson County, Alabama located in the NW 1/4 of the NW 1/4 Section 5, Township 185, Range 2W, Jefferson County, Alabama.

Subject to the rights of way, easements, liens and restrictions of record.

ARTICLE III: Powers
The Association shall have the following powers with which to accomplish the foregoing purpose.

(a) The Association shall have all of the powers now conferred or which may be hereafter conferred on a not-for-profit corporation under the laws of the State of Alabama, which are not in conflict with the terms of these articles.

(b) The Association shall have all of the powers set forth in the Alabama Condominium Ownership act except as limited by these Articles and the Declaration, and all of the powers necessary to administer and manage the Condominium in accordance with the provisions of the Alabama Condominium Ownership Act, the Declaration as it may be amended from time to time, and the By-Laws, including but not limited to the following:

(i)

(ii)     To purchase insurance upon the Condominium property and otherwise for the protection and benefit of the Association and its members.

(iii)    To construct, reconstruct, and repair improvements and other Condominium property damaged by casualty and to further improve the property as deemed necessary or appropriate.

(iv)     To make and amend reasonable Rules and Regulations with respect to the use of Condominium property.

(v)      To enforce by legal means the provisions of the Alabama Condominium Ownership Act, the Declaration, the Articles, the By-Laws, and the Rules and Regulations for the use of the Condominium property.

(vi)    To contract for the management of the Condominium and to delegate to a managing agent or agents any or all powers and duties of the association except those specifically required by the Declaration to have approval of the board of directors or the membership of the Association.

(vii)    To contract for a portions of the common elements of the Condominium susceptible to separate management or operation, and to lease such portions.

(viii)   To retain legal counsel, accounts, and any other professional services deemed necessary or appropriate by the Association.

(ix)    To employ persons to perform services required for the proper operation of the Condominium.

(x)     To designate expenses which shall constitute the common expenses of the Condominium, in addition to those expenses expressly declared to be common expenses under the Alabama Condominium Ownership Act, the Declaration and the By?Laws of the Association.

(xi)     To estimate the amount of an annual budget and to make and collect assessments against owners of units in the Condominium to pay, satisfy and defray the costs, expenses, and losses of the Condominium.

(xii)    To use the proceeds of assessments in the exercise of its powers and duties.

(xiii)     To purchase units in the Condominium.

(xiv)     To have access to each unit in the Condominium, at reasonable times, as may be necessary for  the maintenance, repair or replacement of any of the common areas of the Condominium or of Condominium property, or for making emergency repairs necessary to prevent damage to the common areas and facilities or units in the Condominium.

(xv)   To make such distributions of any profits, surpluses or reserve funds of the Association to the members of the Association at such times and in such manner, and to do such other acts, as may be required to comply with the provisions of Section 501(c)(4) of the Federal Internal Revenue Code, and applicable Revenue Rulings, and other Federal and State statutes providing for an exemption from Federal and State income taxes for non?profit organizations.

(c) All cash, deposits, investments, reserves and other funds and the titles to all properties acquired by the Association and the proceeds thereof shall be held in trust for the members of the Association in accordance with the provisions of the Declaration, these Articles and the By-Laws.

(d)    The powers of the Association shall be subject to and shall be exercised in accordance with the provisions of the Declaration and the By-Laws.

ARTICLE IV: Membership
Section 1

Qualification. The members of the Association shall consist of all of the record owners of units in the Condominium.

Section 2

Change of Membership. Change of membership in the Association shall be established by the recording in the public records of Jefferson County, Alabama, of a deed or other instrument establishing a record title to a unit in the Condominium, and the delivery to the Association of a certified copy of such instrument, the owner designated by such instrument thereby becoming a member of the Association. The membership of the prior owner shall be thereby terminated.

Section 3

Voting Rights. Voting shall be on the basis of unit ownership, and each unit owner is entitled to one vote for each unit owned by him. The vote for a unit shall be cast by the owner thereof or by his proxy designated in the manner provided for in the By?Laws. If there is more than one owner, then the owners shall select a representative to cast their vote in the manner provided for in the By-Laws.

Section 4

Approval or Disapproval by Unit Owners. Whenever the approval or disapproval of a Unit Owner is required upon any matter, whether or not the subject of an association meeting, such approval or disapproval shall be expressed by the same person who would cast the vote of such owner at an Association meeting.

Section 5

Restraint Upon Assignment of Shares in Assets. The share of a member in the funds and assets of the Association cannot be assigned, hypothecated or transferred in any manner except as an appurtenance to such member's unit.

ARTICLE V: Duration of Association
The duration of the association shall be perpetual, provided, however, that the Association shall be terminated by the termination of the Condominium in accordance with the provisions of the Declaration.

ARTICLE VI: Directors
The affairs of the Association shall be conducted by a board of not less than three (3) nor more than thirty (30) directors, who shall be elected at the annual meeting of members of the Association, or at any special meeting, to fill a vacancy in the board of directors.

ARTICLE VII: Officers
The officers of the corporation shall consist of a president, one or more vice presidents, a secretary, a treasurer and such other officers and assistant officers as may be deemed necessary, each of whom shall be elected or appointed at such time and in such manner and for such terms as may be prescribed in the By-Laws.

ARTICLE VIII: Indemnification
Each director and officer of the Association shall be indemnified by the Association against all expenses and liabilities actually and necessarily incurred by him or imposed upon him in connection with any proceeding to which he may be a party, or in which he may become involved, by reason of his being or having been a director or officer of the Association, whether or not he is a director or officer at the time such expenses are incurred including amounts incurred in settlement thereof, except in such cases wherein the director or officer is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties. The foregoing rights of indemnification shall be in addition to and not exclusive of any other rights to which such director or officer may be entitled under the Declaration or By-Laws, or otherwise.

ARTICLE IX: Registered Office and Agent
The address of the corporation's initial registered office and the name of its initial registered agent at such office shall be:

Name                                                           Address

The Corporation Company                         One Court Square ; Montgomery, Alabama 36103

ARTICLE X: Initial Directors
The number of directors constituting the initial board of directors shall be three (3). The names and addresses of the persons who shall serve as the directors of the Association for the first years and until their successors are elected and duly qualified are as follows:

Name                        Address

William Lyon                         366 San Miguel Drive, Suite 201 ; Newport Beach, California 92660

Richard S. Robinson            366 San Miguel Drive, Suite 201; Newport Beach, California 92660

Ed Goodwin                         15 Bridge Road; Wilmington, North Carolina 28405

ARTICLE XI: Incorporators
The names and addresses of the incorporators of the Association are as follows:
Name                         Address

William Lyon                        366 San Miguel Drive, Suite 201; Newport Beach, California 92660

Richard S. Robinson           366 San Miguel Drive, Suite 201; Newport Beach, California 92660

Ed Goodwin                         15 Bridge Road; Wilmington, North Carolina 28405
 
 

ARTICLE XII: By-Laws
The By-Laws of the Association shall be recorded simultaneously with the Declaration.

IN WITNESS WHEREOF, We have hereunto set our hands and seals on this _____day of _______, 1980.
 
 

____________________________________(SEAL)
 
 

____________________________________(SEAL)
 
 

____________________________________(SEAL)
 
 
 
 
 
 

STATE OF ______________________   )

________________________COUNTY  )

Before me, the undersigned Notary Public in and for said County and said State, personally appeared. William Lyon, whose name is signed to the foregoing Articles of Incorporation of Highland Terrace Condominium Association, Inc., and being duly sworn, deposes and said the matters and things stated in said Articles of Incorporation are true and correct to the best of his knowledge, information and belief.
 
 

Given under my hand and official seal of office this ____________of ________________, 1980.
 
 
 
 

_________________________________

Notary Public
 
 
 
 

STATE OF ______________________   )

________________________COUNTY  )

Before me, the undersigned Notary Public in and for said County and said State, personally appeared. Richard S. Robinson, whose name is signed to the foregoing Articles of Incorporation of Highland Terrace Condominium Association, Inc., and being duly sworn, deposes and said the matters and things stated in said Articles of Incorporation are true and correct to the best of his knowledge, information and belief.
 
 

Given under my hand and official seal of office this ____________of ________________, 1980.
 
 
 
 

_________________________________

Notary Public
 
 
 
 
 
 
 
 

STATE OF ______________________   )

________________________COUNTY  )

Before me, the undersigned Notary Public in and for said County and said State, personally appeared. Ed Goodwin, whose name is signed to the foregoing Articles of Incorporation of Highland Terrace Condominium Association, Inc., and being duly sworn, deposes and said the matters and things stated in said Articles of Incorporation are true and correct to the best of his knowledge, information and belief.
 
 

Given under my hand and official seal of office this ____________of ________________, 1980.
 
 
 
 

_________________________________

Notary Public
 
 
 
 
 
 
 
 
 

   

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Altamont Patio Condominiums