Deed Book 157 Pages 418 to 422
ARTICLES OF INCORPORATION OF
AUTUMN RIDGE HOMEOWNERS ASSOCIATION
The undersigned, acting as incorporation of a nonprofit corporation
under KRS 273.161 to 273.400, adopts the following Articles of
Incorporation for such corporation:
ARTICLE 1-
NAME. The name of the Corporation (the "Corporation")
shall be AUTUMN RIDGE HOMEOWNERS ASSOCIATION, INC.
ARTICLE 2
PURPOSE. The Corporation is organized to acquire by purchase,
gift, or otherwise, fee simple and other interests in the common
areas of certain units of Autumn Ridge Subdivision (the "Subdivision"),
plats of which property are, or will be, of record in the Fayette
County Court Clerk's office (the "Property"), as necessary
for the maintenance and use of the Corporation. The Corporation
is also organized to maintain, repair, reconstruct, improve, and
operate the Property; to borrow money for the acquisition, maintenance,
repair, reconstruction, improvement and operation of the real
and personal property of the Corporation; to mortgage and pledge
as security the assets of the Corporation; to fix assessments
or charges to be levied upon the properties, the ownership of
which is a prerequisite to membership in the Corporation; to enforce,
promulgate or modify any and all covenants, restrictions, and
agreements applicable to the Property of the Corporation including
but not by way of limitation the recorded Deed of Restrictions
for Autumn Ridge Subdivision (the "Covenants and Restrictions")
and the Declaration of Autumn Ridge Homeowners Association, Inc.
(the "Declaration"), subject to Article 10 hereof and
the provisions of such documents; to pay taxes, if any, on the
Property and facilities owned by the Corporation subject to the
limitations imposed by these Articles, or the Declaration; and
to do or perform any act or thing permitted by law which will
promote the common benefit and enjoyment of the Property of the
Corporation and accomplish the purposes set forth in these Articles,
the Covenants and Restrictions and the Declaration.
ARTICLE 3
DURATION. The duration of the Corporation shall be perpetual.
ARTICLE 4
REGISTERED OFFICE AND REGISTERED AGENT. The initial registered
and principal office of the Corporation is 3131 Custer
Drive, Lexington, Kentucky 40502. The registered agent of the
Corporation at such address is Henry Vettraino.
ARTICLE 5
MEMBERSHIP AND VOTING RIGHTS. The record owner, whether one or
more persons or entities (the "Owner") of the fee simple
title to any lot (a “Lot”) in the Subdivision, which
Lot is subject, by the Declaration of record, to assessment by
this Corporation shall be a member (a "Member") of the
Corporation, provided that any person or entity who holds an interest
in a Lot as security for the performance of an obligation shall
not be a Member or entitled to membership in the Corporation.
The Corporation shall have two (2) classes of voting members:
CLASS A - All Members of the Corporation, with the exception of
the Developer, shall belong to this class and shall be entitled
to one vote for each Lot in which they hold the interest required
for membership. If more than one person or entity is an owner
of any Lot, all such persons shall be Members. The vote f or any
Lot owned by more than one person or entity shall be exercised
as they determine among themselves (except if such persons cannot
determine who shall cast the vote, then there shall be no valid
vote for such Lot); but in no event shall more than one vote be
cast with respect to any such Lot.
CLASS B - The Class B Member shall be the Developer. The Developer
is, as of this date, Todds Road Development Company, a Kentucky
corporation, and it shall determine who shall cast its votes.
The Class B Member shall be entitled to two (2) votes for each
Lot in which it holds the interest required for membership, provided,
however, that the Class B Membership shall cease and become converted
to Class A Membership on the happening of either of the following
events, whichever occurs earlier: (a) when the total number of
votes outstanding in the Class A membership equals or exceeds
the total number of votes outstanding in the Class B Membership;
or (b) upon a written release by the Developer of its Class B
Membership rights. When the Class B Membership is converted to
Class A Membership as here provided-, each Lot shall be entitled
to one vote.
ARTICLE 6
BOARD OF DIRECTORS. The affairs of the Corporation shall be managed
by a Board of Directors who, except for the initial Directors,
shall be members of the Corporation. The initial Board of Directors
shall consist of three (3) Directors who shall hold office until
their successors are duly elected and qualified. The number of
Directors shall be three (3) unless otherwise provided in the
By-laws of the Corporation.
At a meeting of the members of the Corporation called expressly
for that purpose, any Director or the entire Board of Directors
may be removed, with or without cause, by a vote of the holders
of a majority of the votes then entitled to be cast at an election
of Directors.
The initial Directors who shall hold office until the first annual
meeting or other meeting called to elect a Board of Directors
shall be:
Henry Vettraino 3131 Custer Drive
Lexington, Kentucky 40502
Mary Abbey 3131 Custer Drive
Lexington, Kentucky 40502
Cecil York 3131 Custer Drive
Lexington, Kentucky 40502
No Director of the Corporation shall have personal liability to
the Corporation for monetary damages for breach of his duties
as a Director, provided, however, that this provision shall not
eliminate or limit the liability of a Director (a) for any transaction
in which the Director's personal financial interest is in conflict
with the financial interests of the Corporation; (b) for acts
or omissions not in good faith or which involve intentional misconduct
or are known to the Director to be a violation of law; or (c)
for any transaction from which the Director derived an improper
personal benefit. The foregoing provision shall not be construed
to expand the liability of any Director as determined pursuant
to KRS 273.215.
ARTICLE 7
INDEBTEDNESS. There shall be no limit on the indebtedness or liability
which the Corporation may incur, provided, however, that the Board
of Directors may not incur indebtedness or liabilities in the
aggregate in excess of seven (7) times the gross income from the
then current annual assessments either: (i) without the affirmative
vote of a majority of the votes of each class of members of the
Corporation at the meeting duly called, written notice of which
meeting shall be mailed to all members at least twenty (20) days
in advance of the date fixed for the meeting, or (ii) unless it
is necessary to incur such indebtedness to comply with the orders
of any court of competent jurisdiction or to meet the lawful requirements
of any governmental entity.
ARTICLE 8
DEDICATION OR TRANSFER OF PROPERTIES. The Corporation shall have
the power to dispose of its property interests only as authorized
under the recorded Declaration and Article 9 herein.
ARTICLE 9
VOLUNTARY DISSOLUTION. The Corporation may be dissolved only with
the assent of the Members authorized to vote a majority of the
votes of the authorized Members or two-thirds (2/3) of the votes
present at a meeting to dissolve, whichever is higher, in conformity
with the requirements of the laws of the Commonwealth of Kentucky.
Any proposal to dissolve the Corporation shall be in writing,
and a notice of the time and place when and where the proposal
to dissolve is to be considered by the Membership shall be mailed
to every Member at least sixty (60) days prior to the said meeting.
The Corporation may be dissolved only in the event provision is
made for the maintenance and other obligations relating to the
Property described in Article 2 hereof either by acceptance by
a governmental entity or an association or corporation devoted
to purposes substantially similar to that of the Corporation,
which said governmental entity, association, corporation, or other
similar entity shall assume all obligations for the maintenance
and other obligations relating to the Property as contained in
these Articles, the Declaration, and the recorded Covenants and
Restrictions applicable to the Property of the Corporation and
the property the ownership of which is a prerequisite to Membership
in the corporation, or provision be made for the redevelopment
of the Property so as to remove the requirement and necessity
for maintenance and the other obligations related to the Property.
ARTICLE 10
AMENDMENTS AND BYLAWS. The Board of Directors shall have authority
to make, alter and amend from time to time all Bylaws and rules
to regulate the business and affairs of the Corporation so long
as the same are not inconsistent with the provisions of these
Articles, the Covenants and Restrictions, the Declaration, or
the laws of the Commonwealth of Kentucky. These Articles may be
amended upon the two-thirds (2/3) affirmative vote of the Members
at a meeting duly called for this purpose, written notice of which
shall be mailed to all Members at least twenty (20) days in advance,
which notice shall set forth the time, place, and purpose of the
meeting. The use of proxies shall be governed by the Bylaws.
No action of the Corporation shall be effective to divest or diminish
any right or title of any Member vested in him under the Covenants
and Restrictions, the Declaration and deeds applicable to the
Property of the Corporation and the respective properties, the
ownership of which is a prerequisite to Membership in the
Corporation, except as here permitted or permitted in said recorded
Covenants and Restrictions, Declaration and deeds.
ARTICLE 11
Henry Vettraino, whose address is 3131 Custer Drive, Lexington,
Kentucky 40507, is the sole incorporator of the Corporation.
IN,WITNESS WHEREOF, the Incorporator hereunto placed, his hand
this 18th day of August, 1989.
