Articles of Incorporation of Lochmere Association
The undersigned, being of the age of eighteen (18) years or more, does hereby make and acknowledge these Articles of Incorporation for the purpose of forming a non‑profit corporation under and by virtue of the laws of the State of North Carolina:
The name of the corporation is LOCHMERE ASSOCIATION.
The duration of the corporation is perpetual.
The purposes for which the corporation is organized and the powers it will possess are:
a. To operate without contemplating pecuniary gain in or profit to the members thereof.
b. To provide for architectural control of the exterior of single and multiple dwelling units.
c. To provide for the beautification and maintenance and to build and maintain facilities and improvements within that certain tract of land described as Lochmere:
(a) See attached Exhibit A for initial legal description.
(b) All additional land within the general plan of Lochmere as that plan has been previously submitted to the Town of Cary, and additional lands which may be annexed by MacGregor Development Company, a North Carolina corporation, its' successors and/or assigns (hereinafter known as the Declarant), without the consent of members within fifteen (15) years after the date of this instrument.
(c) Such property as may be annexed at any time with the express consent of two-thirds (2/3) of the votes entitled to be cast by the Class A members and two-thirds (2/3) of the votes entitled to be cast by the Class B members;
d. To promote the health, safety, and welfare of the residents within the above described property and any additions thereto that may hereafter be brought within the jurisdiction of the Lochmere Association for these purposes.
e. To do and perform all acts, services, functions and duties directly or indirectly connected with the commencement and continued operation of the affairs of an association of owners.
f. To engage in any lawful act or activity and to have and to exercise any and all powers, rights and privileges which a corporation organized under the Non‑Profit Corporation Act of the State of North Carolina (Chapter 55a, North Carolina General Statutes) by law may now or hereafter exercise.
The membership of the corporation shall consist of the Declarant for so long as it shall be an Owner, and every person or entity who is a record owner of a fee or undivided fee interest in any Dwelling Unit or Site which is subject by covenants of record to assessments by the Association, including contract sellers, but excluding persons who hold an interest merely as security for performance of an obligation. Ownership of such interest shall be the sole qualification for membership. No Owner shall have more than one membership, except as expressly provided hereinafter. Membership shall be appurtenant to and may not be separated from ownership of any Dwelling Unit or Site which is subject to assessment. The Board of Directors may make reasonable rules relating to the proof of ownership of a Dwelling unit or Site in Lochmere.
Section 1. Classes of Membership: The Association shall have two (2) classes of voting membership:
a. Class A. Class A Members shall be all Owners as defined in Article IV of the Declaration of Covenants, Restrictions and Conditions for Lochmere as recorded in Book ______ Page ______ Wake County Registry, with the exception of the Declarant. Class A Members shall be entitled to one vote for each Dwelling unit or Site in which they hold the interest required for membership by said Article IV. When more than one person or entity holds such interest in any Dwelling Unit or Site, all such persons shall be Members. The vote for such Dwelling Unit or Site shall be exercised as they among themselves determine, but in no event shall more than one (1) vote be cast with respect to any Dwelling Unit or Site and no fractional vote may be cast with respect to any Dwelling Unit or Site.
b. Class B. The Class B Members shall be the Declarant. The Class B Member shall be entitled to seven (7) votes for each Dwelling Unit or Site in which it holds a fee or undivided fee interest; provided, that the Class B membership shall cease and be converted to Class A membership on the happening of either of the following events, whichever 'occurs first:
1. The total votes outstanding in Class A membership equal the total votes outstanding in Class B membership; provided, that the Class B membership shall be reinstated with all rights, privileges, responsibilities, and voting power if, after conversion of the Class B membership to Class A membership, as provided hereunder, additional lands are annexed to the properties without the assent of the members on account of the development of such additional lands by the Declarant, all within the times and as provided in Article VIII, Section 2 of the Declaration; or
2. January 1, 1999.
Section 2. Suspension of Voting Rights: The right of any Class A member to vote may be suspended by the Board of Directors of the Lochmere Association for just cause pursuant to its rules and regulations and according to the provisions of Article II, Section 7 of the Declaration.
Section 1. Initial Board: The affairs of the Association shall be managed by a Board of not fewer than three (3) nor more than five (5) Directors, who need not be Members of the Lochmere Association. The initial Board shall consist of three (3) Directors. The names and addresses of the persons who are to act in the capacity of and constitute the initial Board of Directors, until the election and qualification of their successors, are:
Name
Russell Buxton, III
A. M. Reynolds, Jr.
Michael Whitehead
Address
121 Edinburgh South Cary, N. C. 27511
121 Edinburgh South Cary, N. C. 27511
121 Edinburgh South Cary, N. C. 27511
Section 2. Election and Term: At the first annual meeting, the Members shall elect the directors as required by the Bylaws. The term of the Directors elected shall be as provided in the Bylaws. All Directors shall serve until their successors have been duly qualified and elected.
Section 3. Subsequent Elections: The method of election of Directors after the first election held pursuant to Section 2 hereof shall be as provided in the Bylaws.
To the extent permitted by law, the Lochmere Association may participate in mergers and consolidations with other non‑profit corporations organized for the same or similar purposes; provided, no merger or consolidation may be effectuated unless two‑thirds (2/3) of each class of all the votes entitled to be cast by the membership are cast in favor of merger or consolidation at. An election held for such purpose. In such event the holder of Class B voting rights shall be entitled to one vote for each Dwelling Unit or Site it owns
The initial and principal registered office of Lochmere Association is located at 121 Edinburgh South, Cary, Wake County, North Carolina. A. M. Reynolds, Jr. is the initial registered agent of the Lochmere Association at that address.
Lochmere Association may be dissolved with the assent given in writing and signed by not less than two‑thirds (2/3) of each class of members. Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of Lochmere Association shall be dedicated to an appropriate public agency to be used for' purposes similar to those for which Lochmere Association was created. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any nonprofit corporation, association, trust or other organization to be devoted to such similar purposes.
Section 1. Amendment by Membership: Except as herein provided, any amendment to these Articles may be accomplished with the assent of seventy-five (75%) percent of the votes of members, voting in person or by proxy, of the entire vote of the membership.
Section 2. Recordation: No amendment made pursuant to this section shall be effective until duly recorded in the office of the Secretary of State of North Carolina and at the Office of the Register of Deeds of Wake County, North Carolina.
The name and address of the incorporator is as follows: Ted R. Reynolds, 316 West Edenton Street, Raleigh, North Carolina 27602.
As long as there is a Class B member, the following acts will require the prior approval for compliance with established HUD or VA guidelines: Annexation of additional properties, merger, consolidation, mortgaging of common area, dedication of common area, dissolution and amendment of these Articles, such approval to not be unreasonably withheld.
IN WITNESS WHEREOF, for the purpose of forming this non‑profit corporation under the laws of the State of North Carolina, the undersigned, as incorporator, has executed these Articles of Incorporation this______ day of______, 19__.
_____________________________
Ted R. Reynolds, Incorporator
NORTH CAROLINA
WAKE COUNTY
Notarized