Articles of Incorporation

SECTION II

ARTICLES OF INCORPORATION

OF

WHITTIER COMMUNITY ASSOCIATION, INC.

 

ARTICLES OF INCORPORATION

OF WHITTTIER COMMUNITY ASSOCIATION, INC.

 

In compliance with the requirements of Corporations and Associations Article, Title 2, Annotated Code of Maryland (1975), and any amendments thereto, the undersigned, Joel S. Kline; whose post office address is 200-B Monroe street, Rockville, Maryland 20850, being at least eighteen (18) years of age, has this day, by execution of these Articles,

voluntarily declared himself to be an incorporator for the purpose of forming a non-stock, non-profit organization pursuant to the general laws of Maryland, and does hereby

 

Certify:

 

ARTICLE I

NAME OF CORPORATION

 

The name of the Corporation is WHITTIER COMMUNITYASSOCIATION, INC., hereinafter called the "Association."

 

ARTICLE II

PRINCIPAL OFFICE

 

The post office address of Association is 8031 Reichs Ford Road, Frederick, Maryland.

 

ARTICLE III

RESIDENT AGENT

 

The name of its Resident Agent is Marvin Ausherman, whose office address is 8031 Reichs Ford Road, Frederick, Maryland, 21701

 

ARTICLE IV

POWERS AND PURPOSES

 

This Association does not contemplate pecuniary gain or profit, direct or indirect, to the members thereof, and the specific purposes for which it is formed arc to provide for or assure maintenance, preservation, and architectural control of the Lots and Common Areas within the Property described in the Declaration of Covenants, Conditions, and Restrictions recorded or to be recorded among the Land Records of Frederick County, including such additions thereto as may be hereafter brought within the jurisdiction of the Association, and to promote the health, safety, and welfare of the Owners within the Property and any additions thereto as may hereafter be brought within the jurisdiction of this Association. For this purpose, the Association shall have the power and authority to:

 

(a) Exercise all of the powers and privileges and perform all of the duties and obligations of the Association as set forth in the Declaration of covenants, Conditions, and Restrictions, hereinafter called the "Declaration," applicable to the Property and recorded or to be recorded among the Land Records of Frederick County, Maryland, and as the same be amended from time to time as therein provided, said Declaration being incorporated herein as set forth at length and made a part hereof.

 

(b) Fix, levy, collect, and enforce payment by any lawful means, of all charges or assessments, pursuant to the terms of the Declaration; to pay all expenses in connection

therewith, including all office expenses, licenses , taxes, or governmental charges levied or imposed against the Property of the Association and all other expenses incident to the conduct of the business 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 or personal property in connection with the affairs incurred.

 

(d) Borrow money, and with the assent of the requisite number of each class of members (as provided in the Declaration or in the Bylaws of the Association), mortgage,

pledge, deed in trust, or hypothecate any or all of the real or personal property owned by the Association 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 authorized by the requisite number of each class of members (as provided in the Declaration in the Bylaws of the Association) agreeing to such dedication, sale or transfer.

 

(f) participate in mergers and consolidations with other non-profit corporations organized for the same purposes or annex additional l residential property and Common Area, provided that any such merger, consolidation, or annexation shall have the assent of the requisite number of each class of members (as provided in the Declaration or in the Bylaws of the Association).

 

(g) Have and exercise any and all powers, rights and privileges which a non-stock, non-profit corporation organized under the laws of the state of Maryland by law may now or hereafter have or exercise.

 

 

ARTICLE V

NO CAPITAL STOCK

 

This Association is not authorized to issue any capital stock and shall not be operated for profit. The Association does not anticipate distributing dividends, gains, or profits to its members. No member shall have any personal liability for the debts or obligations of the Association.

 

ARTICLE VI

MEMBERSHIP

 

Every Owner of a Lot or Residential unit shall be deemed to have a membership in the Association. Membership shall be appurtenant to and may not be separated from ownership of any Lot or Residential Unit which is subject to assessment by 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. No Owner, whether one or more persons, shall have more than one membership per Lot,  Residential Unit owned. In the event the Owner of a Lot or Residential Unit i s more than one person or entity, the right to vote and the rights of use and enjoyment shall be as provided herein.

 

ARTICLE VII

VOTING RIGHTS

 

The Association shall have two (2) classes of voting membership, Class "A" and class “B" , as follows:

 

(a) Class "A" Class "A" Members shall be all Owners with the exception of the Class "B" Members, if any. Class "A" Members shall be entitled on all issues to one (1) vote

for each Lot or Residential unit in which they hold the interest required for membership by Article VI. There shall be only one (1) vote per Lot or Residential unit. When more

than one person or entity holds such interest in any Lot or Residential Unit, the vote for such Lot or Residential Unit shall be exercised as those persons or entities themselves

determine and advise the Secretary of the Association prior to the meeting. In the absence of such advice, the vote of such Lot or Residential Unit shall be suspended in the event more than one person or entity seeks to exercise it.

 

 (Any Owner of a Lot or Residential Unit which is leased may, 1n the lease or other written instrument,  assign the voting right appurtenant to that Lot or Residential Unit to the lessee, provided that a copy of such lease or other written instrument is furnished to the Secretary prior to the meeting.

 

(b) Class “A” and Class "B" Members shall be the Declarant and any successor of the Declarant who acquires title to two

 

(2) or more Lots for the purpose of development and sale and who is designated as a successor of the Declarant in a written instrument executed by Declarant. The Class "B" Member shall be entitled to three (3) votes for each Lot or Residential unit owned or each Lot or Residential unit planned as shown on the PND plan for the development of the Property as approved by the city of Frederick that has not already been conveyed to

an initial purchaser. The Class "B" membership shall cease and be converted to a Class "A" membership on the happening of the earlier of the .following events:

 

(i) when the total authorized and outstanding votes of the class "A" Members equal the total authorized and outstanding votes of the Class "B" Members; or

 

(ii) twenty (20) years from the date of recordation of the Declaration of Covenants, Conditions, and Restrictions for the Whittier community Association, Inc.; provided, however, that if the Declarant is delayed in the improvement and development of the Property on account of a sewer, water, or building permit moratorium, or any other cause or event beyond the Declarant's control, then, the aforesaid twenty (20) year period shall be extended by a period of time equal to the length of the delays or two (2) years, whichever is less;

 

 (iii) upon the surrender of said Class “B” memberships by the then-holders thereof for cancellation on the books of the Association. Upon the lapse or surrender of the Class "B" memberships as provided for in this Article, the Declarant shall the hereafter become a Class "A" Member of the Association as to each and eve "( Lot or Residential Unit in which the Declarant then holds the interest otherwise required for such

Class "A" membership.

 

ARTICLE VIII

RIGHT OF ENJOYMENT

 

Every Owner shall have a non-exclusive right and easement of enjoyment, in common with others, in and to the Common Area, including an easement for the use and enjoyment of any private streets, parking lots, and walkways within the Common

Area, which shall be appurtenant to and shall pass with the title to every Lot and Residential Unit, subject to such provisions as may be contained in the Declaration of

Covenants, Conditions, and Restrictions and the Bylaws.

 

ARTICLE IX

BOARD OF DIRECTORS

 

The affairs of this Association shall be managed by a Board of Directors initially consisting of three (3) directors whose names and addresses are hereinafter listed: Commencing with the first annual meeting of the Association, the Board shall consist of not less than three (3) nor more than nine (9) directors as established in the Bylaws. The names and addresses of the persons who a r e to initially act in the capacity of directors until the selection of their successors

are:

James MacGillivray

Mark Butterfield

Ken Liebegott

Address

8031 Relchs Ford Road

Frederick, Maryland 21701

8031 Reichs Ford Road

Frederick, Maryland 21701

8031 Reichs Ford Road

Frederick, Maryland 21701

 

The number, qualifications , powers, duties, and tenure of the office of the directors and the manner by which directors are to be chosen shall be as prescribed and set forth in the

Bylaws of the Association. Officers of the Association shall be elected and shall serve as provided for in said Bylaws.

 

ARTICLE X

DISSOLUTION

 

The Association may be dissolved with the assent given in writing and signed by not less than the requisite number of each class of members (as provided in the Declaration or

by-laws of the Association). Written notice of a proposal to setting forth the reasons ·therefor and the disposition to be made of the assets (which shall be consistent

with this Article X), shall be mailed to every member not less than ten (10) days nor more than fifty (50) days in advance of any act i on to be taken. Upon dissolution of the Association, other than incident to a merger or consolidations, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar t o those for which this Association was created. I n the event that such dedication is acceptance, such assets shall be granted, conveyed and assigned to any non-profit corporation, association , trust or organization to be devoted to such similar purposes.

 

ARTICLE XI

DURATION

 

This Association shall exist perpetually.

 

ARTICLE XII

AMENDMENTS

 

Amendment of these Articles shall require the assent of seventy-five percent (75%) of the entire membership.

 

ARTICLE XIII

FHA/VA APPROVAL

 

As long as there is a Class “B” membership and any Lot subject to the Declaration is then encumbered by a deed of or mortgage which i s insured by the Federal Housing or guaranteed by the Veterans Administration, the following actions will require the prior approval of the Federal Housing Administration and/or the Veterans

 Administration (as applicable): annexation of additional properties; not in conformance with the Development plan (and amendments thereto) as approved by FHA and/or VA; mergers and consolidation; mortgaging of Common Area; dedication of Common Area; dissolution and amendment of these Articles.

 

ARTICLE XIV

MISCELLANEOUS

 

Unless it is plainly evident from the context that a different meaning is intended, all terms used herein shall have the same meaning as they are de fined to have in the Declaration.

 

IN WITNESS WHEREOF, I have signed these Articles of Incorporation this 26th day of December, 1989.  I do solemnly declare and affirm under the penalties of perjury that the matters and facts contained in the aforegoing Articles of Incorporation are true to the best of my knowledge, information and belief and acknowledge the same to

be my act.

 

STATE OF MARYLAND

COUNTY OF FREDERICK.