ARTICLES OF ASSOCIATION OF TIMBER HAWK OWNERS ASSOCIATION, INC.
I. Name
The name of the Corporation shall be Timber Hawk Owners Association, Inc.
II. Association The Corporation is a nonprofit, nonstock membership corporation organized under the Vermont Nonprofit Corporation Act, and is the Association of Owners contemplated by Section 12 of the Timber Hawk Protective Covenants dated April 7, 1976, recorded in Book 34, Page 442 of the Stockbridge Land Records (herein the Protective Covenants).
III. Membership Membership in the Corporation shall be defined in the By-Laws and shall consist of all the owners and co-owners of lots subject to the Protective Covenants and as such required to accept membership in the Corporation, including persons purchasing such lots under contract and in whom title will not vest until payment shall have been made as therein provided; however, excluding from membership a person or persons whose sole interest in any lots is a security interest therein arising out of the ownership of a mortgage or other lien thereon.
"Lots" are more particularly described as all and the same numbered building lots delineated on a plan entitled "Timber Hawk at River Bend Master Plan". dated November 30, 1976, filed in Map Book I at Page 30 of the Stockbridge Land Records and a plan entitled "Timber Hawk at River Bend Site Plan", dated November 30, 1976, filed in Map Book I at Page 31 of the Stockbridge Land Records, and amendments to said plans.
By majority vote of the members voting at any annual or special meeting called for that purpose, the membership may be increased to include the owners and co-owners of lots on a plan entitled "West Wind Site Plan", dated May 18, 1978, filed in Map Book I at Page 43-A of the Stockbridge Land Records, and amendments to said plan.
IV. Duration The period of duration shall be perpetual.
V. Registered Agent and Office The initial registered agent shall be Alan Hoskins, and the registered office shall be c/o Hawk Mountain Corporation, Pittsfield, VT 05762.
VI. Purposes and Powers The purposes and powers of the Corporation, for the mutual and common benefit of its members, shall be: (A) To acquire ownership of the Common Lands referred to in Section 11 of the Protective Covenants and to acquire ownership of other lands for similar purposes; (B) To maintain and operate acquired lands in the condition that they are in at the time of acquisition thereof; (C) To develop, improve, operate and maintain acquired lands for recreational, cultural, social and other activities for the mutual and common benefit of the members and for the enhancement of living conditions in the development of which the said lots described in Article III are a part; (D) To acquire, develop, maintain and operate a water system or systems for the benefit of some or all of the members, and to apportion the total costs among the members served thereby;
(E) To acquire, develop, maintain and operate a sewer system or systems for the benefit of some or all of the members, and to apportion the total costs among the members served thereby; (F) To acquire, build, develop, maintain or expand roads and driveways for the benefit of some or all of the members; (G) To erect, develop, maintain and alter improvements of any other kind and nature for the benefit of some or all of the members; (H) To adopt By-Laws, rules and regulations to regulate the activities of its members in the enjoyment and use of such lands, and of others using the lands in the right of any member; (I) To levy, assess and collect annual and special assessments against the members which shall represent that member's pro-rata share of the total operational and capital costs of the Corporation, and to impress a lien against the property and any member who may be in arrears with respect to the payment of any such assessment; and (J) In addition to the powers hereinabove set forth, and not in limitation thereof, the Corporation shall have all and the same general powers now granted nonprofit corporations under the Vermont Nonprofit Corporation Act as the same exists or as it may be amended from time to time.
Notwithstanding anything hereinabove to the contrary, the Corporation shall exercise only such powers as are set forth in Section 501(c) of the Internal Revenue Code of 1954 and amendments thereto (herein the Code) under which the Corporation shall apply for exemption, and shall not exercise such powers as to lands acquired by it under the Protective Covenants in any manner violative of said section.
VII. Restrictions on Activities and Distributions (A) No part of the income of the Corporation shall inure to the benefit of any member, director or officer of the Corporation, or to any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes), and no member, director or officer of the Corporation, nor any private individual, shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the Corporation. (B) The Corporation shall distribute its income for each taxable year at such time and in such manner as not to subject it to tax under Section 4942 of the Code, and the Corporation shall not:
(1) Engage in any act of self-dealing as defined in Section 4941(d) of the Code; (2) Retain any excess business holdings as defined in Section 4943(c) of the Code; (3) Make any investments in such manner as to subject the Corporation to tax under Section 4994 of the Code; (4) Make any taxable expenditures as defined in Section 4945(d) of the Code.
(C) No part of the activities of the Corporation shall be carrying on propaganda or otherwise attempting to influence legislation, nor participating in or intervening in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office. (D) In the event of dissolution or other termination, the remaining assets and property of the Corporation shall, after payment of necessary expenses therefrom, be distributed to such organizations as qualify under the Vermont Nonprofit Corporation Act and under Section 501(c) of the Code.
VIII. Directors
The initial board of directors shall have three (3) members with the following serving as directors until their successors are elected and qualify:
Name Address
Paul Brentlinger c/o Hawk Mountain Corp.; Pittsfield, VT 05762