10/26/2804 88:37 7784588516 csTe PACE al Secretary of State DOCKET NUMBER : 042651186 Corporations Division DATE INC/AUTA) FILED! ¢9/27/3001 315 West Tower Beit oat | t5/2t/2008 #2 Martin Luther King, Jr. Dr. eee ae Atlanta, Georgia 30334-1530 Ath: Tam Z Brinkley ee Comuitg Cab tet 34259 HENDERSON RESERVE ATLANTA, GA 30341 &) 770-151-8343 CERTIFIED COPY I, Cathy Cox, the Secretary of State of the State of '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 entity was formed in the jurisdiction set forth above and has filed in the Office of Secretary of State on the date set forth above ite 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.10/26/2884 88:37 7784588516 CSTE Page 02 Secretary of a : CONTROL NUMBER: 0143360 ERFSCTIVE DATE: 09/27/2003 JURISDICTION + GEORGIA 315 West Tower REFERENCE + 0045 ‘Atlanta, Georgie 30588-1890 Pomme S077" lanta, Georgia J ZION, TARLETON & SISKIN, P.C. 229% NORTHUAKR PARKMAY BLDG. 11, STH. 2 Tucker, “GA 30084 CERTIFICATE OF INCORPORATION I, Cathy Cox, the Secretary of State and the Corporations Commiseioner of the State of Georgia, do hereby certify under the seal of my office chat HENDERSON RESERVE TOWNHOMES ASSOCIATION, INC. 2 DOMESTIC NONPROFIT CORPORATION 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 Annctated. WITNESS my hand and official seal in the City of Atlanta and the state of Georgia on the date set forth above cathy Cox Secretary of state10/26/2024 88:37 7784588516 ste PAGE 93 ARTICLES 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”). Article 2. Duration. ‘The Corporation shall have perpetual duration, Article 3. Applicable Statute, ‘The Corporation is organized pursuant o 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. (@) _In-way of explanation and not of limitation, che purposes for which itis 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. (®) In furtherance of its purposes, the Corporation shall have the following powers, which, unless indicated otherwise by the Declaration or By-Laws, may be exercised by the Board of Directors: (all of the powers conferred upon non-profit corporations by common law and the statutes of the State of Georgia in effect from time to time; Gi) __all of the powers necessary or desirable to perform the obligations and Guties and to exercise the rights and powers sct out in these Articles, the By-Laws, or the Declaration, including, without limitation, the following: (2) to fix and to collect dues or other charges to be levied: @) to manage, control, operate, maintain, repair, and improve property ‘owned by the Corporation; 010836\articles Page 1 of 3 Pages1e/26/2084 98:37 —-77a45aBS16 ste, Pace ad (3) _ to buy or otherwise acquire, sell, or otherwise dispose of, mortgage, ‘or otherwise encumber, exchange, lease, hold, use, operate, and otherwise deal in and with real, personal, and mixed property of all kinds and any right or interest therein for any purpose of the Corporation; (4) to borrow money for any purpose as may be limited in the By-Laws; and (3) to 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 Corporation, with or in association with any other association, corporation, or other entity or agency, public or private. ‘The foregoing enumeration of powers shall not limit or restrict in any manner the exercise of other and further rights 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, ‘ot to be restricted by reference to of inference from the terms of any other paragraph or provision of this Article 4, Article $. Membership. The Corporation shall be 2 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 Directors. 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. Jolly HP. Jolly, Jr. Toni Van Autreve 3250 Peachtree Industrial Bivé 3250 Peachtree Industrial Blvd. 3250 Peachtree Industrial Blvd Suite 201 Suite 201 Suite 201 Duluth, GA 30096 Dututh, GA 30096 Duluth, GA 30096 ‘The method of election, term of office, removal and filling 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 Corporation Code, as it exists on the date hereof or as it may hereafter be amended, permits the limitation or elimination of the liability of directors, no director of the corporation shall be 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 010836articies Page 2 of 3 Pages10/26/2084 88:37 7784588516 ste, Pace 05 any effect on the liability or 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. Article 8. Dissolution, ‘The Corporation may be dissolved only as provided in the Declaration, By-Laws, and by the laws of the State of Georgia, Article 9. Amendments, These Articles 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. Incorporator The name and address of the Incorporator is as follows: Deborah R. Johnson, Esq Zion, Tarleton & Siskin, P.C. 2191 Northlake Parkway Building 11, Suite 2 ‘Tucker, Georgia 30084 Article 11. Registered Agent and Office. The initial registered agent of the corporation is Warren S. Jolly and the office of such inital 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 the Corporation shall be at: 3250 Peachtree Industrial Blvd., Suite 201, Duluth, Gwinnett County, Georgia 30096, IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation. DEBORAH R. JOHNSON, Incorporator Zion, Tarleton & Siskin, P.C. 2191 Northlake Parkway Building 11, Suite 2 Tucker, Georgia 30084 010836\articles Page 3 of 3 Pages10/26/2084 08: 7704588516 CSTE PAGE 26 OFFICE OF SECRETARY OF STATE ‘CORPORATIONS DIVISION 318 West Tove, #2 Marin uber King. Deve WARREN RARY ‘Aerie, Gora 203341530 Director (don) 685-2017 Regsieod agent tea, ely sata ifermaten a he erat QUINTUS 8, ROBINSON enaneon nip hn so, sate ga usfcorporatens ‘Deputy Director ‘Secretary of State ‘TRANSMITTAL INFORMATION GEORGIA PROFIT OR NONPROFIT CORPORATIONS: ‘DO NOT WRITER SHADED ARCA OS USE ONLY U4 comas [440 oocnes ate ‘awount cascw cote Fu serie recor ed ann ARSDICTION (COUNTY CODE NOTICE TO APPLJCANT, PAINT PLARRLY OR TYPE REMANDES OF THEE FORM 1. 011770800 ‘Corporate Name Reservation Number HENDERSON RESERVE TOWNHOMES ASSOCIATION, INC. ‘Corporate Name. 2 _2row Ne Puc. = ‘Applicantattorney falephone Number 2191 NORTHLAKE PARKWAY, BLDG. 11, STE. 2 acres TUCKER GA 30084 cly State Zip Cone 3 {understand that the information an this form will be entered in the Secretary of State business registration database, | certty thal a Notice of Incorporation or Notice of intent to Incorporate with a publishing fee of $40.00 hhas been or wal be malied or delivered to the authorized newspaper as required by law. Mail or deliver to the Secretary of State, at the above address, the following: 4) Ths trensmittal form 2) Original and one copy of the Articles of incorporation 3), Filing fee of $60.00 payable to Secretary of State. Filing fees are NON-relundable. Libs st. ea tia “authorized Signature ao 73) ate Request certificates and reserve names via the Internet: http:/hwww-sos.state.ga.us/corpotationsirequest.htm FoRw227