Hidden Lakes Homeowners Association

Articles of Inc.

Hidden Lake HOA

B K 1871 PG 506
State of Tennessee, County of WILLIAMSON.
Received for record the 12 day of
JULY 1999 at 3:24 PM. (REC# 331001)Recorded in official records
Book 1871 pages 506-513
Notebook 62 Page 280
State Tax $.00 Clerks Fee $.00
Recording $34.00, Total $ 34.00
Register of Deeds SADIE WADE
Deputy Register SUE WAY

Exhibit D

ARTICLES OF INCORPORATION OF
HIDDEN LAKE HOMEOWNERS ASSOCIATION, INC.

PREPARED BY: DAVE RAYNES
REGIONAL COUNSEL
CENTEX HOMES
5400 GLENWOOD AVENUE, SUITE 100
RALEIGH, NC 27612


ARTICLES OF INCORPORATION OF
HIDDEN LAKE HOMEOWNERS ASSOCIATION, INC.

In Compliance with the requirements of the nonprofit corporation laws of the State of Tennessee, we, the undersigned natural persons of the age of twenty-one years or more, and residents of the state of Tennessee, acting as incorporators of a corporation under the nonprofit corporation laws of the State of Tennessee, do hereby adopt the following Articles of Incorporation for such corporation:


ARTICLE I
NAME

The name of the corporation is Hidden Lake Homeowners Association, Inc., a Tennessee nonprofit corporation which is a mutual benefit corporation.


ARTICLE II
NON-PROFIT QUALIFICATIONS

This corporation does not contemplate pecuniary gain or profit to the members thereof and it is organized for non-profit purposes. No part of the net earnings of this corporation shall inure to the benefit of any private member or individual. This corporation is not religious corporation.


ARTICLE III
PURPOSE AND POWERS

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the nonprofit corporation laws of the State of Tennessee. Its specific and primary purposes are to provide for the enforcement of the declaration of covenants, conditions and restrictions (the “Declaration”) relating to the care, maintenance, preservation and architectural control of, certain real property in or part of an area commonly known as Hidden Lake which is located in Williamson County, Tennessee, and to promote the health, safety and welfare of persons residing in the development which is the subject of the Declaration. Unless otherwise specifically provided herein, any capitalized terms used in these Articles of Incorporation shall have the same meanings as are given to such terms in the Declaration. In furtherance of these purposes, but subject to any restrictions in the Declaration (to be recorded upon the real property comprising the Project) and in the duly adopted Bylaws of this corporation, this corporation shall have power to do the following:

(a) to exercise all of the powers and privileges and to perform all of the duties and obligations of this corporation as set forth in the Declaration;

(b) to fix, levy, collect and enforce payment by any lawful means of charges and assessments;

(c) to pay all expenses of the business of this corporation, including all license and permit fees, taxes and other governmental charges levied or imposed against this corporation or the property of this corporation;

(d) to 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 of this corporation;

(e) to borrow money, and mortgage, pledge, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred;

(f) to compromise, settle, release and otherwise adjust claims, demands, causes or actions and liabilities in favor of the corporation and the Owners, or on behalf of the corporation and Owners, as the case may be, provided any such claim, demand, cause of action or liability arises out of or relates to a condition or defect common to all or a majority of the Lots or improvements condition, repair or maintenance of or damage or injury to or make and receive all payment or other consideration necessary therefore or in connection therewith;

(g) to engage the services of agents, independent contractors or employees to manage, operate or perform, all or any part of the affairs and business of this corporation;

(h) to dedicate, sell or transfer all or any part of the Open Space of the project to any public agent, authority, or utility for such purposes and subject to such conditions as may be agreed to by the Members as set forth in the Declaration;

(i) to participate in mergers and consolidations with other nonprofit corporations organized for the same purposes or annex additional property and Common Area as provided in the Declaration;

(j) to have and to exercise any and all powers, rights and privileges which a corporation organized under the nonprofit corporation laws of the State of Tennessee by law may now or hereafter have or exercise; and

(k) to do and perform any and all lawful acts which in its discretion are necessary or desirable in carrying out any or all of the purposes for which this corporation is formed, and pay the costs and/or expenses in connection therewith.

No substantial part of the activities of this corporation shall consist of carrying on propaganda, or of otherwise attempting to influence legislation, and this corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) or behalf of any candidate for public office.


ARTICLE IV
INITIAL AGENT

The name of the corporation’s initial agent for service of process is Kirk Rutter and the address for such agency and the registered office of the corporation shall be: 381 Riverside Drive, Suite 400, Franklin, TN 37064.


ARTICLE V
BOARD OF DIRECTORS

The affairs of the corporation shall be managed by a Board of not less than three (3) nor more than five (5) directors. The initial Board shall consist of three (3) directors. The Board may be expanded as provided in the Bylaws on this corporation.

The names and addresses of the persons who are to act in the capacity of directors until the selection of their successors are:

Name
Brett Barr & Kirk Rutter (381 Riverside Dr, Suite 400, Franklin, TN 37064)

Marlon Cunningham (P.O. Box 456, Fairview, TN 37062)


ARTICLE VI
MEMBERSHIP, VOTING RIGHTS AND ASSESSMENS

This is a non-stock corporation. The authorized number and qualifications of Members of this corporation, the different classes of Membership, if any, the property, voting rights and privileges or Members, the liability of Members for assessments, and the method of collection thereof shall be as set forth in the Declaration and in Bylaws to be adopted by the directors of this corporation.

ARTICLE VII
BYLAWS

The first directors of this corporation shall have the power to adopt Bylaws for this corporation.

ARTICLE VIII
DURATION

The term of existence of this corporation shall be perpetual. Its principal place of business is in Williamson County, at 381 Riverside Drive, Suite 400, Franklin, TN 37064.


ARTICLE IX
DISSOLUTION

This corporation may be dissolved only upon (i) if a two-class voting structure is in effect, the vote or written consent of sixty-seven percent (67%) of the Voting Power of each class of Members of the Association as such classes of Membership are set forth in the Declaration and Bylaws and, if any Mortgage is guaranteed or insured by the Federal Housing Administration or the Veterans’ Administration; or (ii) if a two-class voting structure is not in effect, the vote or written consent of both sixty-seven percent (67%) of the Voting Power of the Association and sixty-seven (67%) of the Voting Power of the Association residing in Members other than Declarant. Upon dissolution of this corporation, other than incident to a merge or consolidation, the assets of this corporation shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this corporation was created. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any non-profit corporation, association, trust, or other organization to be devoted to such similar purposes.


ARTICLE X
AMENDMENTS

Any amendments of these Articles of Incorporation shall require the approval of the Board and (i) if a two-class voting structure is in effect, the vote or written consent of sixty-seven (67%) of the Voting Power of each class of Members of the Association as such classes of Membership are set forth in the Declaration and Bylaws, and if any Mortgage is guaranteed or insured by the Federal Housing Administration or the Veterans’ Administration, the written approval of the Federal Housing Administration or the Veterans’ Administration; or (ii) if a two-class voting structure is not in effect, the vote or written consent of both sixty-seven (67%) of the Voting Power of the Association and sixty-seven percent (67%) of the Voting Power of the Association residing in Members other than Declarant under the aforesaid Declaration; provided, however, that the percentage of the Voting Power of the Association and of members other than Declarant necessary to amend a specific provision of these Articles of Incorporation shall not be less than the prescribed percentage of affirmative votes required for action to be taken under that provision.

IN WITNESS WHERE OF, for the purpose of forming this corporation under the laws of the State of Tennessee, the undersigned, being the incorporations of the corporation have executed these Articles of Incorporation this _____ day of _________, 1999.

Bret Barr & Kirk Rutter (6/1/99)
Marlon Cunningham (6/23/99)