Certificate of Incorporation Of Lochwood Property Owners Association, Inc.

Transcription

1 Incorporated April 19, 1974 (Recorded Book 35 Pages ) Page 1 of 5 Certificate of Incorporation Of Lochwood Property Owners Association, Inc. FIRST: The name of this non-profit corporation is LOCHWOOD PROPERTY OWNERS ASSOCIATION, INC. SECOND: The address of the registered office of the Corporation in the State of Delaware is Delaware Trust Building, Rehoboth Beach, County of Sussex, Delaware, and the name of the registered agent therein and in charge thereof upon whom process against this corporation may be served is Schmittinger & Rodriguez, P. A. THIRD: The purposes for which the corporation is formed are: A. To foster, promote and maintain the common interest to all owners of lots within a certain subdivision known as Lochwood, located in Indian River Hundred, Sussex County, Delaware. FOURTH: The Corporation may exercise any and all powers which a nonprofit corporation organized under the laws of Delaware can be authorized to exercise, subject to the powers and restrictions of this Certificate of Incorporation and the By-Laws. In furtherance of, and not in limitation of the general powers conferred by the laws of Delaware, and the purposes hereinabove set forth, it is expressly provided that the corporation shall also have the following powers: To collect dues from the members, and to make the payment of dues a condition of membership in the corporation; To solicit, receive and hold gifts, donations and contributions of property or money; to take by bequest, devise, transfer, grant, assignment, purchase, lease, or otherwise real personal and mixed property; to buy, sell, deal with, invest and reinvest the principal and any income therefrom, and to distribute any of the income or principal thereof; To do all such acts as are necessary or convenient to the attainment of the purposes hereinabove set forth to the same extent and as fully as any natural person might or could do; To purchase, lease, hold, sell, mortgage, or otherwise acquire or dispose of real or personal property, and to enter into, make, perform or carry out contracts of every kind with any person, firm, corporation or association. FIFTH: No part of the net earnings or property of the corporation shall inure to the benefit or private profit of the corporation's members, directors, or officers, or to any member of their families, or to any individual, nor shall the corporation aid any organization or corporation conducted for the benefit of or private profit of its members, but the

2 Incorporated April 19, 1974 (Recorded Book 35 Pages ) Page 2 of 5 activities and all aid of the corporation shall be solely for the purposes hereinbefore set forth. No part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation. The corporation shall not participate or otherwise intervene in any political campaign on behalf of any candidate for public office. SIXTH: The corporation is not organized for profit and does not have authority to issue capital stock. SEVENTH: Membership in the corporation shall be as is provided by the By-Laws. EIGHTH: The direction and management of the corporation shall be carried on by a Board of Directors. The number of directors shall be as provided by the By-Laws. The following are the names and mailing addresses of the persons who shall constitute the original Board of Directors and upon the filing of this Certificate of Incorporation and who are to serve until the first annual meeting of the members or until successors are elected and qualified: Gerson M. Woolf, 2037 E. Monument St, Baltimore, Md Daniel Paszkiewicz, 3104 Woodring Ave., Baltimore, Md Anthony Barzyk, 408 Greenland Beach Road, Baltimore, Md NINTH: The directors need not be members of the corporation unless so required by the By-Laws. The board of directors shall be elected by the members at the annual meeting of the corporation to be held on such date as the By-Laws may provide, and shall hold office until their successors are respectively elected and qualified. The By-Laws shall specify the number of directors necessary to constitute a quorum. The board of directors may by a majority of the whole board designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member of any meeting of the committee. The By-Laws may provide that in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in the By-Laws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the

3 Incorporated April 19, 1974 (Recorded Book 35 Pages ) Page 3 of 5 certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the members the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the members a dissolution of the corporation or a revocation of a dissolution, or amending the By-Laws of the corporation. The directors of the corporation may, if the By-Laws so provide, be classified as to term of office. The corporation may elect such officers as the By-Laws may specify, who shall, subject to the provisions of the statute, have such titles and exercise such duties as the By- Laws may provide. The board of directors is expressly authorized to make, alter or repeal the By-Laws of this corporation. This corporation may in its By-Laws confer powers upon its board of directors in addition to the foregoing, and in addition to the powers and authorities expressly conferred upon them by the statutes provided that the board of directors shall not exercise any power or authority conferred herein or by statute upon the members. TENTH: The Corporation shall have perpetual existence. ELEVENTH: The private property of the members shall not be subject to the payment of corporate debts to any extent whatsoever. TWELFTH: The officers of the corporation shall be the president, vice-president, secretary, treasurer, and other such officers as may be provided by the By-Laws. THIRTEENTH: Meetings of members may be held within or without the State of Delaware, as the By-laws may provide. The books of the corporation may be kept (subject to any provisions contained in the statutes), outside of the State of Delaware at such place or places as may be from time to time designated by the Board of Directors. Elections of directors need not be by written ballot unless the By-Laws of the corporation shall so provide. FOURTEENTH: The corporation reserves the right to amend, alter, change, or repeal any provisions contained in this Certificate of Incorporation and the By-Laws, and all rights conferred herein are granted subject to this reservation. Any amendment to either the Certificate of Incorporation or the By-Laws must be approved by two-thirds of the members of the Board of Directors and by two-thirds of the members of the corporation. FIFTEENTH: In the event of the liquidation, dissolution, or winding up of the corporation, whether voluntary, involuntary or by the operation of law, the assets of the corporation, including any income which shall not theretofore have been distributed in furtherance of the corporation's purposes, shall be distributed to such corporations, associations, or institutions established for and engaged in furthering scientific, educational, literary, or charitable purposes as the then existing Board of Directors may determine to be best

4 Incorporated April 19, 1974 (Recorded Book 35 Pages ) Page 4 of 5 suited to the accomplishment of the aforesaid purposes of this corporation. SIXTEENTH: The name and mailing address of the incorporator is Larry W. Fifer, Esquire, Delaware Trust Building, Rehoboth Beach, Delaware, I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to Chapter 1 of Title 8 of the Delaware Code, do make this certificate, and accordingly have hereunto set my hand and seal this 19th day of April, A.D (signed Larry W. Fifer) (SEAL) Larry W. Fifer STATE OF DELAWARE ) : SS COUNTY OF SUSSEX ) BE IT REMEMBERED, that on this 19 th day of April A. D. 1974, personally came before me, the Subscriber, a Notary Public for the County and State aforesaid, Larry W. Fifer, the person who signed the foregoing Certificate of Incorporation, known to me personally to be such, and acknowledged that he signed and sealed the same by his voluntary act and deed and that the facts therein stated were true. aforesaid. GIVEN under my Hand and Seal of office the day and year This material is intended for members of the Lochwood Property Owners Association Inc. and was prepared from copies of official documents on record with the Sussex County Recorder of Deeds and with the Association s registered agent. Every attempt was made to maintain the accuracy of the content and has been carefully reviewed. Any omissions or errors (from the originals) that may be found are unintentional. Please report such instances to the Board of Directors. Thank you.

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