In compliance with the requirements of Chapter 55A of the General Statutes of North Carolina, the undersigned, being more than twenty-one years of age, has this day voluntarily associated himself for the purpose of forming a corporation not for profit and does hereby certify:
The name of the corporation is PACIFICIA CONDOMINIUM HOMEOWNERS' ASSOCIATION, INC., (hereinafter called the "Association".)
The initial registered office and principal place of business of the Association is located at 143 Viburnum Way, Carrboro, County of Orange, State of North Carolina 27510.
GILES BLUNDEN, whose address is 103 W. Weaver Street, Carrboro, County of Orange, State of North Carolina 275l0, is hereby appointed the initial registered agent of this Association.
The name and address of the incorporator is CHARLES H. THIBAUT, Suite 550, 100 Europa Drive, Chapel Hill, Orange County, NC 27517.
This Association does not contemplate pecuniary gain or profit to the Members thereof, and the specific purposes for which it is formed are to provide for the maintenance, preservation, repair, replacement, architectural control and collection of monies for said purposes of the Common Areas within that certain tract of Property as described on the Attached Exhibit A, and to promote the health, safety, and welfare of the residents within the above-described property and any additions thereto as may hereafter be brought within the jurisdiction of this Association for this purpose to:
(a) Exercise all of the powers and privileges and to perform all of the duties and obligations of the Association as set forth in that certain Declaration of Unit Ownership For Pacifica Condominiums (hereafter called the "Declaration"), applicable to the property and recorded or to be recorded in the Office of the Register of Deeds of Orange County, North Carolina, and as the same may be amended from time to time as therein provided, said Declaration being incorporated in full by this reference;
(b) 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 licenses, taxes or governmental charges levied or imposed against the property of the Association;
(c) 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 property in connection with the affairs of the Association;
(d) Borrow money, and with the assent of two-thirds (2/3) of the 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) Dedicate, sell, or transfer all or any part of the Common Area to any public agency, authority or utility 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 an instrument has been signed by two-thirds (2/3) of the Members, agreeing to such dedication, sale or transfer;
(f) Participate in mergers and consolidations with other nonprofit corporations organized for the same or similar purposes, or annex additional properties and Common Area, provided that any such merger, consolidation, or annexation shall be effected as provided in the Declaration;
(g) Have and to exercise any and all powers, rights, and privileges which a corporation organized under the Nonprofit Corporation Act of the State of North Carolina by law may now or hereafter have or exercise.
(h) Have and to exercise any and all powers, rights, and privileges stated and granted in North Carolina General Statutes Section 47C-3-102.
The powers of the Association shall be subject to and shall be exercised in accordance with the provisions of the Declaration.
Every person or entity who is a record owner of a fee or undivided fee interest in any Unit which is subject by covenants of record to assessment by the Association, including contract sellers, shall be a Member of the Association, except that OCHLT shall only be a Member with regard to any Unit it owns that is not subject to a ground lease. OCHLT's Membership with respect to each such Unit shall automatically cease upon the execution of a ground lease for such Unit. Upon the execution of a ground lease, the ground lessee shall automatically become a Member of the Association and shall be required to remain a Member thereof until such time as his, her, its ground lease ceases for any reason, at which time his, her, its, Membership in the Association shall automatically cease. Every person with a ground leasehold interest in any Unit owned by the Orange Community Housing and Land Trust 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 Unit which is subject to assessment by the Association except that the Membership of OCHLT shall be separated as described herein above.
The Association shall have one class of voting Membership which shall include all Owners and all ground lessees of Units owned by Orange Community Housing and Land Trust. All voting Members shall be entitled to one vote for each Unit owned / leased. When more than one person holds an interest in any Unit, all such persons shall be Members except that OCHLT shall be a Member only pursuant to the terms set forth in Article VI above. The vote for such Unit shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any Unit.
The affairs of this Association shall be managed by a Board consisting of a minimum of Three (3) Directors, who need not be Members of the Association. 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
Giles Blunden 103 W. Weaver Street, Carrboro, NC 27510
Joanna Massey 103 W. Weaver Street, Carrboro, NC 27510
Albert Hardy 5619 Community Drive, Durham, NC 27705
At the first annual meeting, the Members shall elect at least one director for a term of one year, at least one director for a term of two years, and at least one director for a term of three years; and at each annual meeting thereafter the Members shall elect at least one director for a term of three years.
The Association may be dissolved with the assent given in writing and signed by not less than two-thirds (2/3) of the Members. Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to any appropriate public agency to be used for the purposes similar to those for which this 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.
Each director and officer of this Association shall be indemnified by the Association against all costs and expenses reasonably incurred or imposed upon him in connection with or rising out of any action, suit or proceeding in which he may be involved or to which he may be made a party by reason of his having been a director or officer of this Association, such expense to include the cost of reasonable settlements (other than amounts paid to this Association itself) made with a view of curtailment of costs and litigation. The Association shall not, however, indemnify such director or an officer with respect to matters as to which he shall be finally adjudged in any action, suit or proceeding to be liable for gross negligence or misconduct in the performance of his duty as such director or officer, or in respect to any matter in which any settlement or compromise is effected if the total expense including the cost of such settlement, shall substantially exceed the expense which might reasonably be incurred by such director or officer in conducting such litigation to final conclusion, and in no event shall anything herein contained by construed as authorizing this Association to indemnify any such director or officer against any liability of the Association to which he would otherwise be subject by reason of willful malfeasance, bad faith, gross negligence or reckless disregard of these duties involved in the conduct of his office. The foregoing right of indemnification shall be in addition to any other rights to which any such director or officer may be entitled as a matter of law or otherwise.
The corporation shall exist perpetually.
(a) Amendment of these Articles shall require the affirmative vote of three-fourths (3/4) of the Membership.
(b) So long as any Unit is the subject of an institutional mortgage and unless at least l00% of the institutional lenders (based upon one vote for each such lender) on the individual Units have given their prior written approval, the association shall not be entitled to:
(i) amend these Articles of Incorporation;
(ii) participate in mergers or consolidations with other corporations;
(iii) mortgage, pledge or otherwise encumber all or part of the Common Area;
(iv) dedicate all or part of the Common Area to any public agency, authority, or utility;
(v) dissolve this corporation