Attachment
#2
ARTICLES
OF INCORPORATION
HOLLYMEAD
CITIZENS
ASSOCIATION,
INC.
In compliance with the requirements of Chapter 2, Title
13.1 of the Code of Virginia (1950), the undersigned, all of whom are residents
of the State of Virginia and all of whom are of full age, have this day
voluntarily associated themselves together for the purpose of forming a
corporation not for profit and do hereby certify:
The name of the corporation shall be Hollymead Citizens
Association, Inc., hereinafter called the “Association”.
ARTICLE
II
The initial registered office of the Association in the
Commonwealth of Virginia shall be located at the office of the Virginia Land
Company, U. S. Highway 29 North, Charlottesville, Virginia, in the County of
Albemarle, Virginia. The initial
registered agent for the Association shall be Charles Wm. Hurt, who is a
resident of Virginia, whose business office is identical with the registered
office, and who is a director of the corporation.
ARTICLE
III
PURPOSE
AND POWERS 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 promote the health, safety, and welfare of the residents and to provide
for maintenance, preservation and architectural control of the Lots and Common
Area within that certain tract of property described as: Sections One, Two and Three of Hollymead,
Albemarle County, Virginia, as shown and described on plats of B. Aubrey
Huffman and Associates and any additions thereto as may hereafter be brought
within the jurisdiction of this Association by annexation as provided in this
Article, hereinafter referred to as “The Properties”, and for this purpose to:
(a) add
additional real property to The Properties, including, without limitation
thereto, additional “Common Properties”; provided, however, that the assent of
at least two-thirds (2/3) of the votes of each class of members of the
Association must be obtained to add additional real property to The Properties
pursuant to the provisions of Article II, Section 2.b. of the “Hollymead
Declaration of Covenants, Conditions and Restrictions,” hereinafter referred to
as the “Declaration”, which is recorded in the Clerk’s Office of the Circuit
Court of Albemarle County, Virginia.
(b) acquire,
build, organize, equip, operate, and provide for operation by a licensee,
swimming pools, tennis courts, recreation parks, playgrounds, golf courses,
commons, streets, scenic easement areas, footways, including buildings,
structures, and personal properties incident thereto, hereinafter referred to
as “the common properties and facilities”; to provide exterior maintenance for
the lots and residences within the Properties; provide garbage and trash
collection; maintain unkempt lands or trees; supplement municipal services;
enforce any and all covenants, restrictions and agreements applicable to The
Properties; and insofar as permitted by law, to do any other thing that, in the
opinion of the Board of Directors, will promote the common benefit and
enjoyment of the residents of the Properties.
(c) exercise all
of the powers and privileges and perform all of the duties and obligations of
the Association as set forth in the Declaration, applicable to the property and
recorded or to be recorded in the Clerk’s Office of the Circuit Court of
Albemarle County, Virginia, and as the same may be amended from time to time as
therein provided, said Declaration and the definitions therein being
incorporated herein as if set forth at length;
(d) 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 all license fees, taxes or governmental
charges levied or imposed against the property of the Association;
(e) 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; provided, however, that the sale, lease, exchange, or other
disposition of all, or substantially all such property of the Association shall
require the assent of more than two-thirds (2/3) of each class of its
membership;
(f) borrow money,
and with the assent 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;
(g) dedicate,
sell or transfer all or any part of the Common Properties to any public agency,
or authority for such purposes and subject to such conditions as may be agreed
to by the members. No such dedication
or transfer shall be effective unless approved in the manner required by law by
more than two-thirds (2/3) of each class of members, agreeing to such
dedication, sale or transfer. The
Association shall have the authority to grant easements for public utility
purposes to any municipality or public utility upon approval by the Board of
Directors of a resolution authorizing said grant and nothing set forth in this
Article III, Section (g) shall be construed as placing any additional
restrictions upon the granting of such easements;
(h) participate
in mergers and consolidations with other non-stock corporations organized for
the same purposes or annex additional residential property and Common
Properties provided that any such merger, consolidation or annexation shall
have the assent of more than two-thirds (2/3) of each class of members;
(i) have and to
exercise any and all powers, rights and privileges which a corporation
organized under the Non-Stock Corporation Act of the State of Virginia by law
may now or hereafter have or exercise.
(j) admit, under
procedures enumerated in the Association’s By-Laws, non-residents of Hollymead
to membership in certain recreational facilities which may be constructed upon
the common Properties, such as swimming pools, tennis courts, or golf courses.
(k) In general,
and subject to such limitations and conditions as are or may be prescribed by
law, to exercise such other powers which now are or hereafter may be conferred
by law upon a corporation organized for the purposes hereinabove set forth, or
necessary or incidental to the powers so conferred, or conducive to the
attainment of the purposes of the corporation, subject to the further
limitation and condition that, notwithstanding any other provisions of this
certificate, only such powers shall be exercised as are in furtherance of the
tax-exempt purposes of the corporation and as may be exercised by an
organization exempt under Section 501 (c) (7) of the Internal Revenue Code and
its Regulations as they now exist or as they may hereafter be amended.
ARTICLE
IV
NON-PROFIT
CORPORATION
The corporation is not organized for profit; no part of
the net earnings of the corporation shall inure to the benefit of any director
or officer of the corporation, or any private individual (except that
reasonable compensation may be paid for services rendered to or for the
corporation affecting one or more of its purposes), and no director or officer
of the corporation, or any private individual shall be entitled to share in the
distribution of any of the corporate assets on dissolution of the
corporation. No substantial part of the
activities of the corporation shall be the carrying on of propaganda, or
otherwise attempting, to influence legislation, and the corporation shall not
participate in, or intervene in (including the publication or distribution of
statements) any political campaign on behalf of any candidate for public
office.
ARTICLE
V
MEMBERSHIP
Every person or entity who is a record owner of a fee or
undivided fee interest in any Lot which is subject by covenants of record 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. Notwithstanding any other provision of this
Article, all members of the Association and all persons not members of the
Association who reside within Hollymead as tenants of Association members shall
have the right to apply for membership in any recreational facilities situated
on the Common Properties, such as swimming pools, tennis courts, or golf
courses.
ARTICLE
VI
VOTING
RIGHTS
The Association shall have six classes of voting
membership:
Class A.
Class A members shall be all Owners, with the exception of the
Developers, of Lots upon which is constructed a single family detached home,
and shall be entitled to one vote for each site owned. When more than one person owns any Site, all
such persons shall be members. The vote
for such Site shall be exercised as they among themselves determine, but in no
event shall more than one vote be cast with respect to any Site.
Class B.
Class B members shall be all Owners, with the exception of the
Developers, of Lots designated as sites for single family detached residences
upon which no residence has been constructed, and shall be entitled to one vote
for each Site owned. When more than one
person owns any Site, all such persons shall be members. The vote for such Site shall be exercised as
they among themselves determine, but in no event shall more than one vote be
cast with respect to any Site.
Class C.
Class C members shall be all Owners, with the exception of the
Developers, of Townhouse Lots and shall be entitled to one vote for each
Townhouse Lot owned. When more than one
person owns any Townhouse 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 vote be
cast with respect to any Townhouse Lot.
Class D.
Class D members shall be all Owners, with the exception of the
Developers, of “Apartments” as that term is defined in Title 55, Chapter 4.1 of
the Code of Virginia (1950), as supplemented and amended, to wit: the Horizontal Property Act, and shall be
entitled to one vote for each “Apartment” owned. When more than one person holds an interest in any “Apartment”,
all such persons shall be members. The
vote for any such “Apartment” shall be exercised as they among themselves
determine, but in no event shall more than one vote be cast with respect to any
“Apartment”.
Class E.
Class E members shall be all Owners of Lots, with the exception of the
Developers; upon which are constructed multi-family structure containing Living
Units constructed for rental purposes and shall be entitled to one vote for
each Living Unit owned at such time as such Living Unit is first occupied by a
tenant. When more than one person owns
any said Living Unit, all such persons shall be members. The votes for such Living Unit shall be
exercised as they among themselves determine, but in no event shall more than
one vote be cast with respect to any Living Unit. The votes expressed by any such members, if voted in a bloc,
shall be entitled to a weight not greater than forty-nine (49) percent of the
vote on any matter pending before the Association.
Class F.
The Class F members shall be the Developers and shall be entitled to
three votes for each Lot owned or for each Living Unit which the County of
Albemarle, Virginia, approves to be constructed on any Lot shown on a plat
which is subjected to the terms of this Declaration and which as been zoned and
approved for the construction of Condominium Units or multifamily structures,
whether said Lot is owned by the Developer or not. In no event shall the Class F member be entitled to both three
votes for a Lot and three votes for each Living Unit approved by the County of
Albemarle, Virginia, for construction on said Lot; but if such a situation
should arise, the number of their votes shall be based upon the number of
approved Living Units only. At such
time as a Condominium Lot or a multifamily structure Living Unit is completed
on such Lots and is either sold or occupied by a tenant, the owner of said
Condominium Lot or said Living Unit shall be entitled to one vote as a Class D
or Class E member, as the case may be, and the Class F member shall no longer
be entitled to any votes as to that Condominium Lot or that Living Unit.
The class F membership shall cease and be converted to
Class A, Class B, Class C, class D, or Class E membership, as the case may be,
on the happening of either of the following events, whichever occurs earlier:
(a) When
Class A, B, C, D, and E memberships are all in existence and the total votes
outstanding in the Class A, B, C, D, and E memberships equals or exceeds the
total votes outstanding in the Class F membership, or
(b) On January 1, 1990.
The rights of Class A, Class B, Class C, Class D, or
Class E membership are subject to the payment of annual and special assessments
levied by the Association the obligation of which assessments are imposed
against each owner of and becomes a lien against the property on which such
assessments are made, as provided by the provisions contained in Article VI of
the “Hollymead Declaration of Covenants, Conditions and Restrictions” which is
recorded in the office of the Clerk of the Circuit Court of Albemarle County,
Virginia. The provisions of said
Article VI are hereby incorporated herein by reference thereto the same as if
set forth in full herein and shall be applicable not only to property located
within Sections One, Two and Three of Hollymead, according to the recorded
plats thereof, but also to all property located within any other addition or
additions which may hereafter become a part of Hollymead.
The Class A, Class B, Class C, Class D and Class E
membership rights of any person or legal entity whose interest in property
located in Hollymead is subject to assessments under Article XII, Section 3
hereof, whether or not he or it be personally obligated to pay such
assessments, and the rights of any individual who is a tenant of any such
member may be suspended by action of the Board of Directors during the period
when the assessments remain unpaid, but upon payment of said assessments, his
or its rights and privileges shall be automatically restored. If the Board of Directors has adopted rules
and regulations governing the use of the Common Properties as provided for in
the By-Laws of this corporation, they may, in their discretion, after notice
and hearing, suspend the rights of any person violating such rules and
regulations for a period of not to exceed sixty (60) days for each infraction
of said rules and regulations.
ARTICLE
VII
BOARD
OF DIRECTORS
The affairs of this Association shall be managed by a
Board of nine (9) initial Directors, who need not be members of the
Association. The number of directors
may be changed only by amendment of these Articles. The names and addresses of the persons who are to act in the
capacity of directors until the selection of their successors are:
NAME ADDRESS
W. David Galione U. S. Route 29, North
Charlottesville,
Virginia
B. Aubrey Huffman 1317 Rose Hill Drive
Charlottesville,
Virginia
Charles Wm. Hurt U.
S. Route 29, North
Charlottesville,
Virginia
Jean Morris U. S.
Route 29, North
Charlottesville,
Virginia
Warren B. O’Brien Free Union, Virginia
H. Shannon Shirley 3209
Clark Lane
Charlottesville,
Virginia
Marilyn D. Steuber Route 250 East
Charlottesville,
Virginia
Charlottesville,
Virginia
Leonard F. Winslow Flordon
Charlottesville,
Virginia
At the first annual meeting the members shall elect three
directors for a term of one year, three directors for a term of two years and
three directors for a term of three years; and at each annual meeting
thereafter the members shall elect three directors for a term of three years.
DISSOLUTION
The corporation may be dissolved in the manner provided
by law only with the assent of more than two-thirds (2/3) of each class of its
membership. 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) shall be
mailed to every member at least ninety (90) days in advance of any action
taken. Upon the dissolution of the
corporation or the widing up of its affairs, the assets of the corporation
shall be dedicated to the County of Albemarle, Virginia, or an appropriate
public agency or utility to be devoted to purposes as nearly as practicable the
same as those to which they were required to be devoted by the
corporation. In the event that such
dedication is refused acceptance, such assets shall be distributed in
accordance with a plan of distribution adopted pursuant to the Virginia
Non-Stock Corporation Act or by a court of competent jurisdiction exclusively
to an organization to be devoted to purposes as nearly as practicable the same
as those to which they were required to be devoted by the corporation;
provided, however, that said organization shall qualify under the provisions of
Section 501 (c) (7) of the Internal Revenue Code and it Regulations as they now
exist or as they may hereafter be amended.
No such disposition of Association properties shall be effective to
divest or diminish any right or title of any member vested in him under the
recorded covenants and deeds applicable to The Properties unless made in accordance
with the provisions of such covenants and deeds.
ARTICLE
IX
DURATION
The corporation shall exist perpetually.
ARTICLE
X
AMENDMENTS
Amendment of these Articles shall require the assent of
more than two-thirds (2/3) of each class of its membership.
ARTICLE
XI
FHA/VA
APPROVAL
In the event that the Developers of Hollymead have
obtained the approval of the Federal Housing Administration and/or the Veterans
Administration of the Hollymead Planned Unit Development in order that
Hollymead be eligible for FHA and/or VA financing and as long as there is a
Class F membership, the following actions will require the prior approval of
the Federal Housing Administration or the Veterans Administration: annexation of additional properties, mergers
and consolidations, mortgaging of Common Area, dedication of Common Area,
dissolution and amendment of these Articles.
IN WITNESS WHEREOF, of the purpose of forming this
corporation under the laws of the State of Virginia, we, the undersigned,
constituting the incorporators of this Association, have executed these
Articles of Incorporation this 21st day of June, 1973.
Beverly
S. Johnson (ss) (SEAL) Stuart F. Carwile (ss) (SEAL)
Gary
M. Nuchols_ (ss) (SEAL)