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HomeMy WebLinkAboutArticles of IncorporationNORTH CAROLINA A Department of the Secretary of State To all whom these presents shall come, Greetings: I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina, do hereby certify the following and hereto attached to be a true copy of ARTICLES OF INCORPORATION OF JASMINE SOUTH HOMEOWNERS' ASSOCIATION, INC. the original of which was filed in this office on the loth day of August, 2022. DEPARTiy Ty S 6� RIL 12.177 Vol, ^�Y Scan to verify online. SF � OUAM D IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at the City of Raleigh, this I Oth day of August, 2022. Certification# C202222101288-1 Reference# C202222101288-1 Page: 1 of 6 Secretary of State Verify this certificate online at https://www.sosnc.gov/verification SOSID: 2467023 Date Filed: 8/10/2022 7:01:00 AM Elaine F. Marshall North Carolina Secretary of State C2022 221 01288 ARTICLES OF INCORPORATION OF JASMINE SOUTH HOMEOWNERS' ASSOCIATION, INC. (A Non -Profit Corporation) In compliance with the requirements of Chapter 55A of the General Statutes of North Carolina, the undersigned being of the age of eighteen years or more, does hereby make and acknowledge these Articles of Incorporation for the purpose of forming a corporation not for profit and does hereby certify: ARTICLE I NAME The name of the corporation is JASMINE SOUTH HOMEOWNERS' ASSOCIATION, INC., an Association as defined in §47F-3-101 of the North Carolina General Statutes, hereinafter called the "Association". ARTICLE II DURATION The period of duration of the Association shall be perpetual. ARTICLE III REGISTERED OFFICE AND AGENT, PRICIPAL OFFICE The initial registered office of the Association and the principal office of the Association is located at 6620 Gordon Rd., Suite G, Wilmington, NC 28411, in New Hanover County, North Carolina, and the name of the initial registered agent of the Association at such address is Mary J. Johnson. ARTICLE IV DEFINITIONS Except as otherwise provided herein, all capitalized words contained herein, shall have the meaning as defined in that certain Declaration of Covenants, Conditions and Restrictions for JASMINE SOUTH, to be recorded in the Register of Deeds of New Hanover County, North Carolina (the "Declaration"), as it may be amended from time to time. ARTICLE V PURPOSES AND POWERS This Association does not contemplate pecuniary gain or profit to the Members thereof No part of the net income of the Association shall inure to the benefit of any officer, director or member of the Association. The Association is formed for the purpose of providing for the maintenance, management, regulation, architectural control and preservation of the Lots and any Area of Common Responsibility within that certain property known as JASMINE SOUTH, as described in the Declaration, and any additions thereto that may be brought within the jurisdiction of the Association (hereafter the "Development"), and promoting the health, safety and welfare of residents and the Owners of property in the Development. For said purposes and for any other purpose and objective as may be established or provided in the Declaration, the. Association shall be authorized as follows: (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 the Declaration as the same may be amended from time to time as therein provided; - (b) To fix, levy, collect and enforce payment by any lawful means, of all charges or assessments against Members pursuant to the terms of the Declaration; to pay all expenses in connection therewith and all other expenses incident to the conduct of the business of the Association, including all licenses, taxes or 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 its real or personal property in connections with the affairs of the Association;. (d) To borrow money, and, with the assent of eighty percent (80%) of the votes allocated to 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; (e) . To have and exercise any and all powers, rights and privileges which a corporation organized under the nonprofit corporation law of the State of North Carolina may now or hereafter have or exercise. (0 To have and exercise any and all the powers, rights and privileges of an Association as provided by the North Carolina Planned Community Act. ARTICLE VI MEMBERSHIP Every owner of a Lot which is subject to assessment by the Association, as provided in the Declaration, shall be a Member of the Association. The foregoing is not intended to include persons or entities holding 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. There shall be one membership per Lot regardless of the number of Owners. The rights and obligations of the Members shall otherwise be set out in the Declaration or the Bylaws of the Association. ARTICLE VII VOTING RIGHTS OF MEMBERS The voting rights of the members of the Association shall be as provided in the Declaration and the Bylaws of the Association. ARTICLE VIII BOARD OF DIRECTORS Initially, the affairs of the Association shall be governed by a Board of Directors who need not be Members of the Association. Until their successors are otherwise selected and qualified as provided in the Bylaws, there shall be three (3) Directors whose names and addresses are as follows: Mary J. Johnson 6620.Gordon Rd., Suite G Wilmington NC, 28411 2. Craig Johnson 6620 Gordon Rd., Suite G Wilmington NC, 28411. Heather Williams Reaves 6620 Gordon Rd., Suite G Wilmington, NC 28411 The number, qualifications and method of election of the Board of Directors shall otherwise be fixed by the Declaration and the Bylaws. ARTICLE IX DISSOLUTION The Association may be dissolved with the assent given in writing and signed by not less than eighty percent (80%) of the cumulative votes of the Voting Members in JASMINE SOUTH. Upon dissolution of the Association, other than incident to a merger or consolidation, after all of its liabilities and obligations have been discharged or adequate provisions made therefore, the assets of the Association may be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association was created, or such assets may be granted, conveyed and assigned to any nonprofit corporation, association, trust or other organization to be used for purposes similar to those for which this Association was created, or be distributed as provided by the North Carolina Planned Community Act. ARTICLE X AMENDMENT These Articles of Incorporation may be amended as provided in Section 55A-10-01 of the North Carolina General Statutes. ARTICLE XI TAX STATUS Notwithstanding any other provision of these Articles, this Association hereby elects tax- exempt status under Section 528 of the Internal Revenue Code of 1986 or any corresponding sections or provisions of any future United States Internal Revenue Law (the "Code"), This Association shall not carry on any activities prohibited by a corporation electing tax-exempt status under Section 528. It is further provided that no distributions of income of the Association are to be made to members, directors or officers of the Association, except that members of the Association may receive a rebate of any excess dues and assessments previously paid to the extent permitted by the Code and applicable law. ARTICLE XII INDEMNIFICATION Subject to and consistent with the requirements and procedures for such indemnification under the applicable provisions of the North Carolina Statutes, the Association shall defend, indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or contemplated action, suit or proceeding (other than an action by or in the right of the Association), whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, employee, officer, committee member, Member or agent of the Association, from and against any and all liabilities, expenses (including attorneys' and paralegals' fees and for all stages prior to and in connection with any such action, suit or proceeding, including any appeal thereof, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the Association and, with respect to any criminal action or proceeding, had no reasonable cause to believe the alleged conduct was unlawful, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or misfeasance or malfeasance in the performance of his duty to the Association, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability, but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. The termination of any action, suit or proceedings by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, in and of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Association, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. ARTICLE XIII. INCORPORATOR The name and address of the incorporator of this Association is: James B. Snow III Hogue Hill, LLP 101 S. 3rd Street Wilmington, NC 28401 New Hanover County, North Carolina IN WITNESS WHEREOF, for the purpose of forming this Association under the laws of the State of North Carolina, L, the undersigned, being the incorporator of this Association, have executed these Articles of Incorporation this the 4th day of August, 20;.2--) III, Incorporator