Articles of Incorporation
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INDEX OF ARTICLES
Article 1 - Name
Article 2 - Mailing Address
Article 3 - Duration
Article 4 - Applicable Statue
Article 5 - Purpose and Powers
Article 6 - Membership
Article 7 - Board of Directors
Article 8 - Dissolution
Article 9 - Amendments
Article 10 - Incorporator
Article 11 - Registered Agent and Office
The name of the Corporation is Heritage Lakes Property Owners Association, Inc.
The mailing address of the initial principal office of the corporation shall be P.O. Box 1368, Mableton, Georgia 30059-1006.
The Corporation shall have perpetual duration.
The Corporation is organized pursuant to the provisions of the Georgia Nonprofit Corporation Code, O.C.G.A. Section 14-3-1, et seq. No part of the income of profit of the Corporation shall be distributable to the Corporation's members, directors, or officers.
Purposes and Powers
In way of explanation and not of limitation, the purposes for which the Corporation is formed are:
(a) to be and constitute the Association to which reference is made in the Declaration of Covenants, Conditions and Restrictions for Heritage Lakes, as may now exist and as might have already or may hereafter by amended (hereinafter the "Declaration"), establishing a plan of development and being initially recorded in the deed records of the Office of the Clerk of the Superior Court of Cobb County, Georgia, to perform all obligations and duties of the Association, and to exercise all rights and powers of the Association, as specified therein, in the Bylaws, and as provided by law; and
(b) to provide an entity for the furtherance of the interests of the Owners of the Homesites in the Development
(c) all of the powers conferred upon nonprofit corporations by common law and the statues of the State of Georgia in effect from time to time;
(d) all of the powers necessary or desirable to perform the obligations and duties and to exercise the rights and powers set out in these Articles, the Bylaws, or the Declaration, including, without limitation, the following:
(i) to fix and to collect assessments or other charges to be levied against the properties subject to the Declaration;
(ii) to manage, control, operate, maintain, repair and subsequently acquired by the Corporation, or any property owned by another, for which the Corporation, by rule, regulation, declaration, or contract, has a right or duty to provide such services;
(iii) to enforce covenants, conditions, or restrictions affecting any property to the extent the Association may be authorized to do so under any Declaration or Bylaws;
(iv) to engage in activities which will actively foster, promote, and advance the common interests of all Owners of Homesites in the Development;
(v) to buy or otherwise acquire, sell, or otherwise dispose of, mortgage, or otherwise encumber, exchange, lease, hold, mixed property of all kinds and any right or interest therein for
(vi) to borrow money;
(vii) to enter into, make, perform, or enforce contracts of every kind and description, and to do all other acts necessary, appropriate, or advisable in carrying out any purpose of the Association, with or in association with any other association, corporation, or other entity or agency, public or private;
(vii) to act as agent, trustee, or other representative of corporations, firms, or individuals, and as such to advance the business or ownership interest in such corporations, firms, or individuals;
(ix) to adopt, alter, and amend or repeal such Bylaws as may be necessary or desirable for the proper management of the affairs of the Association; provided, however, such Bylaws may not be inconsistent with or contrary to any provisions of the Declaration; and
(x) to provide any and all supplemental municipal services as may be necessary or proper.
The forgoing enumeration of powers shall not limit or restrict in any manner the exercise of other and further rights and powers which may now or hereafter be allowed or permitted by law; and the powers specified in each of the paragraphs of this Article 5 are independent powers, not to be restricted by reference to or inference from the terms of any other paragraph or provision of this Article 5.
The Corporation shall be a membership corporation without certificates or shares of stock. The Corporation shall have Members, and all Homesite Owners, by virtue of their ownership of Homesites subject to the Declaration, shall be Members of the Association. The Association shall be comprised of Class A Members and Class B Members as set forth in the Declaration. The Members shall be entitled to vote for each Homesite in which they hold the interest required for membership, in accordance with the Declaration.
Board of Directors
The business and affairs of the Corporation shall be conducted, managed, and controlled by a Board of Directors. The Board shall consist of three (3) members, until as set forth in the Declaration, such time as the Declarant shall no longer have the right to appoint, remove and replace directors and an election is held to replace Declarant's appointees, at which time the Board shall increase to five (5) members. The initial Board of Directors shall consist of the following members:
|Charles G. Rogers||P.O. Box 1368 Mableton, Georgia 30059-1006|
|Stephen R. Rogers||P.O. Box 1368 Mableton, Georgia 30059-1006|
|Dana P. Rogers||P.O. Box 1368 Mableton, Georgia 30059-1006|
The method of election and term of office, removal and filling of vacancies shall be as set forth in the Bylaws and the Declaration. The Board may delegate such operating authority to such companies, individuals, or committees as it, in its discretion, may determine.
The corporation may be dissolved as by law provided pursuant to resolution duly adopted by the Board of Directors 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 assets of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for 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
These Articles of Incorporation may be amended as by law provided pursuant to resolution duly adopted by the Board of Directors, and by at least two-thirds (2/3) of the votes which Members present in person or by proxy at a duly called meeting are entitled to cast; provided, however, that no amendment shall be in conflict with the Declaration, and provided further that no Members (unless otherwise required by applicable provision of the Georgia Nonprofit Corporation Code) shall be entitled to vote on amendments to these Articles of Incorporation which are enacted for the sole purpose of complying with the requirements of any governmental or quasi-governmental entity, including but not limited to the Federal Housing Authority, the Depart of Veterans Affairs, the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation, authorized to fund or guarantee mortgages on individual residences, as such requirements may exist from time to time, which amendments may be adopted at a meeting of the Board of Directors alone upon receiving the vote of a majority of the Directors then in office.
The name and address of the incorporator are as follows:
Lon Grayson Bryant
1100 Abernathy Road
Northpark 500, Suite 114
Atlanta, Georgia 30328
Register Agent and Office
The initial registered office of the Corporation is 1100 Abernathy Road, Northpark 500, Suite 114, Atlanta, Fulton County, Georgia 30328 and the initial registered agent as such address is Lon Grayston Bryant.