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Book 457 PAGE 137
ARTICLES
OF INCORPORATION
OF
PATIO
HOMES AT GLENMARY III RESIDENTS ASSOCIATION
The
undersigned incorporator, hereby forms a nonprofit corporation without
capital stock or stockholders under and by virtue of the laws of the
Commonwealth of Kentucky, and for that purpose adopts the following
Articles of Incorporation:
ARTICLE I
1. Name.
The name of the corporation shall be PATIO HOMES AT GLENMARY RESIDENTS
III ASSOCIATION, INC. hereinafter referred to as the
"Corporation".
ARTICLE II
2. Duration.
The duration of the Corporation shall be perpetual.
ARTICLE III
3. DEFINITIONS.
The following terms as used in these Articles of Incorporation
shall have the following meanings:
(a)
"Development" shall mean any and all lots, open space,
common area and any and all other property contained within Glenmary
Subdivision, Section 7 commonly known as the Patio Homes at Glenmary
III.
(b)
"Declaration" shall mean any declaration of covenants,
conditions and restrictions as amended from time-to-time, affecting
the Patio Homes at Glenmary, Glenmary subdivision, Section 7.
(c)
"Developer" shall mean H F H, INC., a Kentucky Corporation,
its successors or assigns, which shall include, but shall not be
limited to any person, corporation, association or other entity to
which it may expressly assign its rights, or any of them, from
time-to-time, under these Articles of Incorporation.
(d) Lot" shall mean any subdivided lot or similar property which
comprises a part of the Patio Homes at Glenmary, Glenmary Subdivision
Section 7.
(e) "Lot owner" or "Lot-:owners-members" shall mean
the owner or owners of any Lot in Glenmary Subdivision, Section 7.
ARTICLE IV
4. Purposes. The corporation is organized under the Kentucky
Nonprofit corporation Act and the purposes for which the Corporation
is organized are as follows:
(a) To transact any and all lawful business for which
nonprofit corporations may be incorporated under the Kentucky
Nonprofit Corporation Act, and to exercise any and all powers that
nonprofit corporations may now exercise or which may be exercised in
the future under the Kentucky Nonprofit corporation Act.
(b) To acquire, take title to, own, hold in its own name,
sell, transfer and convey any property which the corporation's Board
of Directors shall deem neoessary or advisable to promote the purposes
of the corporation.
(c) To promote the social welfare and serve the common
good and general welfare of the members of the corporation.
(d) (d) To construct, operate, manage, maintain, repair
and control any common area or areas, located within the Development,
whether owned by the corporation or not, as contemplated by the
Declaration.
(e) To provide for the maintenance, painting and repair
of the building exteriors, roofs, streets and walkways, of the
property, all lawn and grass mowing and maintenance of all sanitary
sewers from the Lot line of any Lot to the Louisville and Jefferson
County Metropolitan Sewer District's Sanitary Sewer and Drainage
Easement line.
(f) To exercise and enforce, any and all rights,
privileges, duties and obligations assigned to or imposed upon, the
Corporation under the Declaration as may be amended from time-to-time
or under any future declaration or declarations that affect all, or
part of, the Development, it being acknowledged that the Corporation
constitutes an association established by the Developer for the
purposes set forth in these Articles of Incorporation and in the
Declaration.
(g) To assess, levy and collect the assessments as
provided in the Declaration.
(h)
Notwithstanding
any other provision herein contained, the Corporation shall not have
any purpose or object, engage in any activity, or exercise any power
which is in conflict with any provision contained herein; nor shall
the Corporation (i) devote a substantial portion of its activities to
attempting to influence legislation by propaganda or otherwise, or
(ii) directly or indirectly anticipate or intervene in any
political campaign on behalf of or in opposition to any candidate for
public office.
ARTICLE V
5. Powers. The corporation shall
have all of the powers conferred by the Kentucky Nonprofit corporation
Act as enumerated in Chapter 273 of Kentucky Revised statutes or as
enumerated in any successor codification of the laws governing
Kentucky Nonprofit corporations not inconsistent with the applicable
provisions of the Internal Revenue Code; and further the Corporation
shall have: (i) any and all powers necessary or appropriate to
exercise and enforce any right, privilege or obligation granted to or
imposed upon the Corporation by the Declaration; (ii) the power to do
any and all things which the Board of Directors of the corporation may
deem consistent with the provisions hereof or the Declaration; and
(iii) all other powers required for or incidental to the purposes for
which the corporation is organized not inconsistent with Chapter 273
of Kentucky Revised statutes or applicable provisions of Internal
Revenue Code.
ARTICLE VI
6. Registered and Principal Office and Aqent. The address of
the registered and principal office of the Corporation is 101 Bullitt
Lane, Suite 450, Louisville, Kentucky 40222, and the name and address
of its registered agent is William T. Hinton at 101 Bullitt Lane,
suite 450, Louisville, Kentucky 40222.
ARTIICLE VII
7. Directors. The number of directors constituting the
initial Board of Directors shall be two (2) and the names and
addresses of the persons who are to serve as the initial directors
are:
William T. Hinton
101 Bullitt Lane suite 450
Louisville, Kentucky 40222
Harry S. Frazier, Jr.
101 Bullitt Lane Suite 450
Louisville, Kentucky 40222
Charles W. Stinson
462 S. Fourth Ave. Ste 2450
Meidinger Tower
Louisville. Ky. 40202
ARTICLE VIII
8. Members. Membership of the corporation shall consist of
two (2) classes of members, which shall be classified as follows:
(a)
Class A members shall be all lot owners, other than the
Developer, and such members shall be entitled to one (1) vote for each
lot owned in the Patio Homes at Glenmary III, Glenmary Subdivision,
section 7 subject to the provisions of Article IX below.
(b)
Class B members shall be the Developer which shall be entitled
to one (1) vote for each lot owned by it in the Patio Homes at
Glenmary III, Glenmary Subdivision, Section 7.
ARTICLE IX
9. Internal. Affairs.
The internal affairs of the Corporation shall be governed by
the provisions contained in these articles not inconsistent with
Chapter 273 of the Kentucky Revised statute or applicable provisions
of the Internal Revenue Code. Specific provisions for the regulation
of the Internal Affairs of the Corporation, include but shall not be
limited to, the following:
(a) Each member of the corporation shall be entitled to one (1) vote for
each lot owned in the Development; it being provided that if more than
one person shall hold an interest in any lot, all such persons
collectively shall be members of the Corporation and collectively
shall be entitled to one vote for each lot owned in the Development as
such owners may determine among themselves. In the event that such
joint lot owners fail to agree as to how their vote shall be cast, the
vote for that lot shall not be recorded or counted.
(b) Class A members shall not be entitled to any vote until the happening
of one of the following, whichever shall first occur:
(i) When the Developer, in its sole discretion, shall determine;
(ii) When the Developer, in its sole discretion, shall transfer control of
the Corporation to the Class A members;
(iii) When 100% of the lots contained in Glenmary Subdivision, Section 7
shall have been sold by the Developer; or,
(iv) January I, 2010.
(c) The By-Laws of the Corporation shall be adopted by its Board of
Directors and the power to alter, amend, repeal said By-Laws, or adopt
new by-laws shall be vested in the Board of Directors.
(d) The affairs of the Corporation shall be managed and conducted by
the Board of Directors and such officers as shall be provided by the
By-Laws.
(e) Nothing contained in these Articles of Incorporation shall limit the
right of Developer to alter in any way its plan for the development of
the Patio Homes at Glenmary III, Glenmary Subdivision, Section 7 at
any time and from time-to-time.
(f) Upon the final dissolution and liquidation of the Corporation, after
payment of all liabilities and obligations of the Corporation shall
have been paid and discharged or adequate reserve shall have been set
aside for the payment thereof, any remaining assets of the Corporation
shall be transferred, distributed or conveyed to one or more
organizations to be used in such manner as in the judgement of the
Board of Directors will best accomplish the general purposes for which
the Corporation was organized and which organizations are exempt under
section 501 (c) (3), Section 501(c)(4) or section 501(c) (7) of the
Internal Revenue Code or the provisions of any successor codification
of the Federal Tax Laws.
(g) The Corporation shall have neither capital stock nor stockholders and
no part of the Corporation's net earnings shall inure to the benefit
of the incorporator, any officer, director, individual or member of
the Corporation and any gain, profit, net earning or benefit derived
by the corporation shall be devoted exclusively for the purposes set
out in these Articles of Incorporation.
ARTICLE X
10. Limitation of Director Liability. Personal liability of
all Directors of the Corporation shall be eliminated or limited
pursuant to the provisions of KRS 273.248 and no Director of the
Corporation shall be personally liable for any monetary damages for
breach of his duties as a director, except that nothing herein
contained shall eliminate or limit the liability of the Director for:
(a) Any transaction in which the Director's personal financial interest is
in conflict with the financial interest of the Corporation;
(b) Acts or omissions not in good faith or which involve intentional
misconduct or are known to the Director
to be a violation of law; or,
(c) Any transaction from which the Director derived an
improper personal benefit.
ARTICLE XI
11. Incorporator. The name and address of the sole
incorporator of the Corporation is Charles w. Stinson, 462 South
Fourth Avenue, suite 2450, Meidinger Tower, Louisville, Kentucky
40202.
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