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Secretary of State Corporations Division 315 West Tower

#2 Martin Luther King, Jr. Dr.

Atlanta, Georgia 30334-1530

DOCKET NUMBER CONTROL NUMBER

DATE !NC/AUTH/FILED; JURISDICTION

PRINT DATE

FORM NUMBER

042651186 0143360 09/27/2001 GEORGIA. 09/21/2004 .215

HENDERSON RESERVE BOARD JOHN' ABELLERA

3429 HENDERSON RESERVE ATLANTA, GA 30341

A \tv1: T V1.WWVl ~ ~r: VlJCle..I.J

to WlV\l1U.t1.~-h1 t \Itt b Vl/lViowf.

(f) 770-151-6343

CERTIFIED COPY

I, Cathy Cox, the Secretary of State of the State of I Georgia, do hereby certify under the seal of my office that the attached documents are 'true and correct copies of documents filed under the name of

HENDERSON RESERVE TOWNHOMES ASSOCIATION, INC.

A DOMESTIC NONPROFIT CORPORATION

Said entit.y was formed in the jurisdiction set forth above and has filed in the Office of Secretary of State on the date set forth above its certificate of limited partnership, articles of incorporation, articles of association, articles of organization or application for certificate of authority to transact business in Georgia.

This certificate is issued pursuant to Title 14 of the Official Code of Georgia Annotated and is prima-facie evidence of the existence or nonexistence of the facts stated herein.

~~

Secretary of Sta~e

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Secretary of State

Corporations Division 315 West Tower

#2 Martin Luther King, Jr. Dr.

Atlanta, Georgia 30334-1530

CONTROL NUMBER: 0143360 EfFECTIVE DATE: 09/27/2001

JURISDICTION GEORGIA

REF~RENCE 0045

~RINT DATE 09/27/2DOl

FORM NUM2ER 31l

ZION, TARLETON & SIS~IN. P.C. ~131 NORTHLAKE P~KWAY

BLDG. 11. STE- 2

TUCKER, G~ 30064

CERTIFICATE OF INCORPORATION

I, Cachy Cox, the Secretary of State and th<!! Corporations Commissioner of t.he State of Georgia, do hereby certify under the seal of my office t.hat

HENDERSON RESERVE TOWHHOMES ASSOCIATION. INC.

A DOMESTIC NONPROFIT CORPORATION

has been duly incot']?orated under the laws of the State of Georgia on the effective date stated above by the filing of articles of incorporatj.on i!l the:

Office of eh@ Secretary of State and by the paying of fees as provided by Title 14 of the Official code of Georgia AnnoLat.ed.

WITNESS my hand an.d official seal in the: City of Atlanta and the scate o~E

Georgia on the date set forth above.

1IIIm 111111111111111 JI~lllllllIIllrjlllll

Cathy Cox S€cretary of Stat~

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ARTICJ .. ES OF INCORPORATION

OF

HENDERSON RESERVE TOWNHOMES ASSOCIATION. INC.

Article 1.. Name. The name of the Corporation is HENDERSON RESERVE

TOWNHOMES ASSOCIATION~ INC.~ ("Corporation" or "Association").

Artic.le 2.

Duratjon. The Corporation shall have perpetual duration.

Article 3. ApplicAble Statute.. The Corporation is organized pursuant (0 the

provisions of the Georgia Non-Profit Corporation Code,

Article 4. Purposes and Powers. The Corporation does not contemplate pecuniary

gain or profit, direct or indirect, to its Members.

(a) In way of explanation and not of limitation, the purposes for which it is formed are

to be and constitute the Association to which reference is made in the Protective Covenants for the HENDERSON RESERVE SUBDIVISION, DeKalb County, Georgia (hereinafter the "Declaration"), to be recorded in the Office of the Clerk of the Superior Court of DeKalb County, Georgia, and to own, maintain, and operate the common areas and Community amenities of the HENDERSON RESERVE SUBDIVISION in DeKalb County, Georgia. and to perform all obligations and duties of the Association. and to exercise all rights and powers of the Association, as specified herein, in the By-Laws of HENDERSON RESERVE TOWNHOMES ASSOCIATION, INC. ("By-Laws"), and as provided by law,

(b) In furtherance of irs purposes, [he Corporation shall have the following powers,

which, unless indicated otherwise by [he Declaration or By-Laws. may be exercised by the Board of Directors:

(i) all of the powers conferred upon non-profit corporations by common law

and the statutes of [he State of Georgia in effect from time to time;

(ii) all of the powers necessary or desirable to perform the obligations and

duties and IO exercise the rights and powers set out in these Articles, the By-Laws, or the Declaration, including, without limitation, the following:

(1) to fix and to collect dues or other charges to be levied;

(2) to manage. control, operate, maintain, repair, and improve property

owned by the Corporation;

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(3) to buy or otherwise acquire, sell, or otherwise dispose of, mortgage,

or otherwise encumber, exchange, lease, hold, use, operate, and otherwlse deal in and with real, personal, and mixed property of all kinds and any right or interest therein for any purpose of [he Corporation;

(4) to borrow money for any purpose as may be limited in the By-Laws;

and

(5) ro 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 Corporarion, with or in association with any other association, corporation, or other entity or agency. public or private.

The foregoing enumeration of powers shall nor limit or restrict in any manner the exercise of other and further tights 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 4 are independent powers, not to be restricted by reference to or inference from the terms of any other paragraph or provision of thi s Article 4.

Article S. MemllgshiD. The Corporation shall be a membership corporation without

certificates or shares of stock. Each person who is the owner of a Lot subject to the Declaration is eligible to be a member of the Association as more fully set forth in the By-Laws. Members shall be entitled to vote as set forth in the By-Laws of the Corporation.

Article 6. Board of DirKtors. 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. The names and addresses of the initial board. of directors are as follows:

Warren S, Jol1y

3250 Peachtree Industrial Blvd Suite 201

Duluth, GA 30096

H.P. Jolly, Jr.

3250 Peachtree Industrial Blvd Suite 201

Duluth, GA 30096

Toni Van Autreve

3250 Peachtree Industrial Blvd Suite 201

Duluth, GA 30096

The method of election, term of office, removal and fining of vacancies shall be as set forth in the By-Laws, The Board may delegate such operating authority to such companies, individuals, or committees as it, in its discretion, may determine.

Article 7. Liability of Directors. To the fullest extent that the Georgia Non-Profit

Corporarion COde, as it exists on the date hereof or as it may hereafter be amended, permits the limitation OT elimination of the liability of directors, no director of the corporation shan he personally liable to the corporation or its members for monetary damages for breach of duty of care or other duty as a director. No amendment to or repeal of this Article shall apply to or have 01 0816\artic] es

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any effect on the liability Qr alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

ArticJe 8. Dissolution. The Corporation may be dissolved only as provided in the

Declaration. By-Laws, and by the laws of the State of Georgia.

A rtlcle 9. Amendments!, These Artie les may be amended as provided by the Georgia

Non-Profit Corporation code, provided that no amendment shall be in conflict with the Declaration, and provided further that no amendment shall be effective to impair or dilute any rights of members that are governed by such Declaration.

Article 10. Incorporat9.r The name and address of the Incorporator is as follows:

Deborah R. Johnson, Esq.

Zion, Tarleton & Siskin, P.e. 2191 N orth1ake Parkway Building 1:1, Suite 2 Tucker, Georgia 30084

Article 11. ReRistered Aeent and Office. The initial registered agent of the corporation is Warren S, Jolly and the office of such initial registered agent is 3250 Peachtree Industrial Blvd., Suite 201, Duluth, Gwinnett County, Georgia 30096.

Article 12. Initial Principal Office. The initial principal mailing address of {he

Corporation shall be at: 3250 Peachtree Industrial Blvd.. Suite 201, Duluth, Gwinnett County 1 Georgia 30096,

IN WITNESS WHEREOF. the undersigned Incorporator has executed these Articles of Incorporation.

DEBORAH R. JOHNSON. Incorporator

Zion, Tarleton & Siskin. p,e. 2191 Northlake Parkway Building 11, Suite 2

Tucker, Georgia 30084

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_-

OFFICE OF SECRETARY OF STATE CORPORATIONS D.IYISION 315WestT_I·.it2 MllrtIn Luther King, Jr. DrllM A.Ugntl!l. G"grgill 3D334·1530

(404) 656-;2817

Registered alieni, em!:*", enllt)' slaQjg InrQfTTla Uel'l via 1he lr1lemet n~:INtWtI,SoS,!!Itale.ga,1.l5lfcol'Pora~Olls

WARRENRARY Director

CATHY COX Secretary of State

aUINTILIS B. ROBINSON Deputy Director

TRANSMITT AL INFORMAtiON

GEORGIA PROFIT OR NONPROFlT CORPORATIONS

DO NOT WR1T.E". 8HAO~ AREA • SO~ USE 0N1. y

DATE

FILED _

CHECK!

REI:~IPT*

-------1

OOCI<I;U PENniNG t _-L---(XJ...1-'+\+tl~~llc~)1....1-- CONTROL. ILf3~f..t a



AMOUNT RECEIVED

----------------

OOCKET COllI!

lYPECoOE

JURI!lDlCTION (COUNTY) eees

NOTICE TO APPLiCANT, PRINT PLAINLY OR typE RDWNDEiA OF THIS FORM

1. 011770800
-
Corporate Name Reservation Number
HENDERSON RESERVE TOWN HOMES ASSOCIAT!ON, INC.
Coroorate Name
2. ZICbI IdRlE1O~ 8. SISKIN. E. .. C. ZZQi2ZQ 38..Q.n
ApplicanfiAttorney Telephone Number
:
2191 NORTHLAKE PARKWAY, BLDG. 11, STE. 2
Address
TUCKER, GA 30084
Clly State Zip Code
3.
I understand that the Inrormation on this form wll[ be entered in the Secretary of State t>uslness registration
database. I certify that a Notice of Incorporation or Notice of Intent to Incorporate with iii publishing fee of $40,00
has been or will be mailed or delivered to the authorized newspaper as re<:!ulred by law.
Mall or deliver to the Secretary of State, at tM above address, the follewing:
1) This transmittal form
2) Original and one copy of the Articles of !ncorporation
3) FUing fee of $60,00 payable to Secretary of State. Filing fees are NONwreFundabJe.
r: JjJ.l:.J..)..)_j~ ·r. r: I
W~y _.
r"f- J_£..- ~ :1 /
I .:; ....
v Authorized Sl~natufe Date

i
Rf!qu9St certificates and reserve namCis via the Internet: hHp~l1www.sos.state.ga,us'corporatlonsireque!st.htm
FORM ~27
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