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|Articles of Corporation & Bylaws|
Secretary of State
N. STANLEY GUNTER
CERTIFICATE OF INCORPORATION
I, Lewis A. Massey, the Secretary of State and the Corporation Commissioner of the State of Georgia, do hereby certify under the seal of my office that
CHOESTOE FALLS R.V. PARK HOMEOWNERS ASSOCIATON, INC.
has been duly incorporated under the laws of the State of Georgia on the effective date stated above by the filing of articles of incorporation in the office of the Secretary of State and by the paying of fees as provided by Title 14 of the Official Code of Georgia Annotated.
WITNESS my hand and official seal in the City of Atlanta and the State of Georgia on the date set forth above.
Original sign by:
The name of the Corporation shall be CHOESTOE FALLS R.V. PARK HOMEOWNERS ASSOCIATION, INC.
The Corporation shall be organized pursuant to the provisions of the Georgia Nonprofit Corporation Code.
The Corporation will have members. The board of directors of the Corporation shall have the power to admit members to the Corporation in such manner, subject to such qualifications, and upon such terms and conditions and with such rights as may be provided from time to time by the bylaws of the Corporation.
The affairs of the Corporation shall be managed by a board of directors. The method of electing the board of directors shall be determined by the bylaws of the Corporation.
The Corporation is not organized and shall not be operated for pecuniary gain or profit. No part of the property of the Corporation and no part of its net earnings shall inure to the benefit of or be distributable to any director, member, or other private individual. The Corporation shall never be authorized to engage in a regular business of any kind ordinarily carried on for profit or in any other activity except in furtherance of the purposes stated above for which the Corporation is organized.
The corporation shall be nonprofit and shall be formed to maintain, operate and perpetuate a property owners association for Choestoe Falls R.V. Park, Union County, Georgia.
The mailing address of the initial principal office of the Corporation shall be:
Choestoe Falls R.V. Park Homeowners Association, Inc.
The initial registered office of the Corporation is 216 Cleveland Street, Unit #3, Blairsville, Georgia 30512, in the County of Union. The initial registered agent of the Corporation at such address shall be N. Stanley Gunter.
Personal liability of all directors of the Corporation to the Corporation or its members for monetary damages for breach of duty of care or other duty as a director is hereby eliminated to the extent allowed by S14-3-202 of the Georgia Nonprofit Corporation Code or any successor statute.
The Board of Directors shall consist of three (3) members. The number of Directors will increase to five (5) when 75% of all lots in Choestoe Falls R.V. Park are sold.
The name and address of the incorporator of the Corporation is as follows:
N. Stanley Gunter
IN WITNESS WHEREOF, the undersigned Incorporator executes these Articles of Incorporation this 12th day of February, 1998.
Original signed by:
216 Cleveland Street,
CHOESTOE FALLS R.V. PARK HOMEOWNERS ASSOCIATION, INC.
The affairs of CHOESTOE FALLS R.V. PARK HOMEOWNERS ASSOCIATION, INC. (the “Corporation”) shall be controlled and administered by a board of directors (the “Board of Directors” or “Board”) which shall be composed of at least five members and no more than seven members. Each director shall be appointed for life, but may resign at any time and may be removed, with or without cause, by a two-thirds vote of the entire Board of Directors. Upon the death, removal, resignation, or incapacity of any member of the Board of Directors, a majority of the then remaining directors shall elect a successor, even though the remaining directors do not constitute a quorum of the Board of Directors. A director shall be considered incapacitated if for any reason he shall be unable to carry on the duties of his office and the remaining directors shall have declared such director incapable of service by two-thirds vote of the directors voting.
The directors shall meet annually during the month of _______ at a place, time, and date that shall be fixed by the President. The directors shall hold such other meetings as may be necessary from time to time upon call of the President, which call shall specify the place, time, and date of the meeting.
The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such other officers and assistant officers as may be elected by the directors. Only directors shall serve as officers of the Corporation. Any two offices may be held ay the same person.
The Secretary shall be the custodian of the minute books of the Corporation and shall accurately keep minutes of meetings of the directors.
The Treasurer shall have the authority and responsibility for the safekeeping of the funds and securities of the Corporation.
The officers shall be elected at the
Any sale or transfer of any stock, bond, security, or any other property standing in the name of the Corporation shall be valid only if signed by the Corporation acting through any two officers. Any transfer signed in this manner, having affixed thereon the seal of the Corporation, shall in all respects bind the Corporation as fully and completely as if each transaction had been authorized by a specific vote of the directors, and any person, firm, or corporation to whom a copy of this Article Three shall have been certified by the Secretary shall be entitled to rely thereon until notified of its repeal.
The Treasurer shall at all times maintain records evidencing the property owned by the Corporation and its disbursements, and present the same at the annual meeting of the directors. The records of the Corporation shall always be open for inspection by any director.
A quorum for the transaction of any business shall be a majority of the directors set fourth in Article I hereof.
The directors shall serve without compensation.
The Board of Directors shall have the power to alter, amend, or repeal the bylaws, provided that the bylaws at no time shall contain any provision inconsistent with the Georgia Nonprofit Corporation Code or the Articles of Incorporation.