In compliance with the requirements of Corporations and Associations, Title 2, Annotated Code of Maryland (1975), and any amendments thereto, the undersigned, Peter C. Mollengarden, whose post office address is Linowes and Blocher, 8720 Georgia Avenue, Fifth Floor, P. O. Box 8728, Silver Spring 20907, being at least eighteen (18) years of age, has this day, by execution of these Articles, voluntarily declared himself to be an incorporator for the purpose of forming a non-stock, non-profit corporation pursuant to the general laws of Maryland, and does hereby certify:

 

ARTICLE I

NAME OF CORPORATION
The name of the Corporation is WEST RIVER PLANTATION HOMEOWNERS ASSOCIATION, INC., hereinafter called the "Association".

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ARTICLE II
PRINCIPAL OFFICE

The post office address of the principal office of the Association is 8353 Cherry Lane, P.O. Box 40, Laurel, Prince George's County, Maryland 20707-0040.

 

ARTICLE III

RESIDENT AGENT

The name of its resident agent is George Shea, whose post office address is 8353 Cherry Lane, P.O. Box 40, Laurel, Prince George's County, Maryland 20707-0040.

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ARTICLE IV
POWERS AND PURPOSES

This Association does not contemplate pecuniary gain or profit, direct or indirect, to the members thereof, and the specific purposes for which it is formed are to provide for or assure maintenance, preservation and architectural control of the Lots and Common Area within the Property described in the Declaration of Covenants, Conditions and Restrictions recorded or to be recorded among the Land Records of the County in which the said Declaration is recorded, including such additions thereto as may be hereafter brought within the jurisdiction of the Association, and to promote the

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health, safety and welfare of the Owners within the Property and any additions thereto as may hereafter be brought within the jurisdiction of this Association. For this purpose, the Association shall have the power and authority to:

 

(a) Exercise all of the powers and privileges and perform a;l of the duties and obligations of the Association as set forth in the Declaration of Covenants, Conditions and Restrictions, hereinafter called the "Declaration", applicable to the Property and recorded or to be recorded among the Land Records of Anne Arundel County, Maryland, and as the same may be amended from time to time as therein provided, said Declaration being incorporated herein as if set forth at length and made a part hereof;

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(b) Fix, levy, collect and enforce payment by any lawful means, of all charges or assessments pursuant to the terms of the Declaration; to pay all expenses in connection therewith, including all office expenses, licenses, taxes or governmental charges levied or imposed against the property of the Association and all other expenses incident to the conduct of the business of the Association;

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(c) Acquire (by gift, purchase or otherwis'e), 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 incurred;

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(d) Borrow money, and with the assent of two-thirds (2/3) of each class of members, mortgage, pledge, deed in trust, or hypothecate any or all of the real or personal property owned by the Association as security for money borrowed or debts incurred;

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(e) Dedicate, sell or transfer all or any part of the Common Area to any public agency, authority, or utility for such purposes and subject to such conditions as may be agreed to by the members. No such dedication or transfer shall be effective unless an instrument has been signed by two-thirds (2/3) of each class of members agreeing to such dedication, sale or transfer.

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(f) Participate in mergers and consolidations with other non-profit corporations organized for the same pi!rposes or annex additional residential property and Common Area, provided that any such merger, consolidation or annexation shall have the assent of two-thirds (2/3) of each class of members, unless the Declaration or Bylaws provides otherwise.

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(g) Have and exercise any and all powers, rights and privileges which a non-stock, non-profit corporation organized under the laws of the State of i\laryland by law may now or hereafter have or exercise.

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ARTICLE V
NO CAPITAL STOCK

This Association is not authorized to issue any capital stock and shall not be operated for profit. The Association does not anticipate distributing dividends, gains or profits to its members. No member shall have any personal liability for the debts or obligations of the Association.

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ARTICLE VI
MEMBERSHIP

The Association shall have two (2) classes of voting membership:

 

Class A: All Owners shall be Class A members with the exception of the De- clarant (as defined in the Declaration), and Class A members shall be entitled to one (1) vote for-each Lot (as such term is defined in the Declaration) owned. When more than one (1) person holds an interest in any Lot, all such persons shall be members. The vote for such Lot shall be exercised as they among themselves determine, but in no event shall more than one (1) vote be cast by a Class A member with respect to any Lot.

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Any Owner who leases his lot may, in the lease or other written instrument, assign the voting right appurtenant to that Lot to the lessee, provided that a copy of such instrument is furnished to the Association.

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Class B: There shall initially be two hundred forty-nine (249) Class B memberships in the Association, all of which will be held by the Declarant. This number shall be decreased by three (3) memberships for each Class A membership existing at any one time. The Class B member shall be entitled to one (1) vote for each Class B membership. The Class B membership shall cease and be converted to a Class A membership on the happening at either of the following events, whichever occurs earlier:

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(i) thirty (30) days following the date on which the total authorized and outstanding votes of the Class A members equal(s) sixty-three (63); or

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(ii) four (4) years from the date of recordation of the Declaration; provided, however, that if the Declarant is delayed in the improvement and development of the Property on account of a sewer, water or building permit moratorium or any other cause or event beyond the Declarant' control, then the aforesaid four (4)-year period shall be extended by a period of time equal to the length of the delays or two (2) years, whichever is less; or

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(iii) upon the surrender of said Class B memberships by the then holders thereof for cancellation on the books of the Association.

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Upon the lapse or surrender of the Class B memberships as provided for in this Article, the Declarant shall thereafter become a Class A member of the Association as to each and every Lot in which the Declarant then holds the interest otherwise required for such Class A membership.

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The members of the Association shall have no preemptive rights, as such members, to acquire any memberships of this Association that may at any time be issued by the Association except as may be specifically provided in these Articles of Incorporation or the Bylaws of the Association.

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ARTICLE VII
VOTING RIGHTS

Every person or entity who is a record owner of a fee or undivided fee interest of airy Lot, including contract sellers, shall be a member of the Association; provided that any such person or entity who or which holds such interest merely as security for the performance of an obligation shall not be a member. Membership shall be appurtenant to and may not be separated from ownership of any Lot which is subject to assessment by the Association.

 

ARTICLE VIII
RIGHT OF ENJOYMENT

Every Owner shall have a right and easement of enjoyment in and to the Common Area, including the private streets and parking lots and walkways included therein, which shall be appurtenant to and shall pass with the title to every Lot, for purposes of ingress and egress to and from his Lot.

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ARTICLE IX
BOARD OF DIRECTORS

The affairs of this Association shall be managed by a Board consisting of three (3) directors. The names and addresses of the persons who are to initially act in the capacity of directors until the selection of their successors are:

 

Name/Address

Michael T. Rose 8353 Cherry Lane
Laurel, Maryland 20707-0040

 

Mark Kalish
8353 Cherry Lane
Laurel, Maryland 20707-0040

 

John Dodds
8353 Cherry Lane
Laurel, Maryland 20707-0040

 

The number, qualifications, powers, duties and tenure of the office of the directors and the manner by which directors are to be chosen shall be as prescribed and set forth in the Bylaws of the Association. Officers of the Association shall be elected and shall serve as provided for in said Bylaws.

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ARTICLE X
DISSOLUTION

The Association may be dissolved with the assent given in writing and signed by not less than two-thirds (2/3) of each class of members, and with the written approval of the Anne Arundel County Office of Planning and Zoning, or its successors or assigns,

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which approval shall not be unreasonably withheld or delayed. Written notice of a proposal to dissolve, setting forth the reasons therefor and the disposition to be made of the assets (which) shall be consonant with this ARTICLE X), shall be mailed to every member not less than ten (10) days nor more than fifty (50) days in advance of any action to be taken. Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association 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.

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ARTICLE XI
DURATION

This Association shall exist perpetually.

 

ARTICLE XII
AMENDMENTS

Amendment of these Articles shall require the assent of seventy five percent (75%) of the entire membership.

 

ARTICLE XIII
FHA/VA APPROVAL

As long as there is a Class B membership and any Lot subject to the Declaration is then encumbered by a deed of trust or mortgage which is insured by the Federal Housing Administration or guaranteed by the Veterans Administration, the following actions will require the prior approval of the Federal Housing Administration and/or the conformance with the Development Plan (and amendments thereto) as approved by FHA and/or VA, mergers and consolidation, mortgaging of Common Area, dedication of Common Area, dissolution and amendment of these Articles.

 

ARTICLE XIV
MISCELLANEOUS

Unless it is plainly evident from the context that a different meaning is intended, all terms used herein shall have the same meaning as they are defined to have in the Declaration.

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IN WITNESS WHEREOF, Peter C. Mollengarden has signed, sealed and delivered these Articles of Incorporation as his own free act and deed on this 15th day of August, 1988.

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WITNESS:

STATE OF MARYLAND

COUNTY OF MONTGOMERY

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On this 15th day of August, 1988, before me, a Notary Public in and for the above County and State, personally appeared Peter C. Mollengarden and acknowledged that he signed the foregoing Articles of Incorporateion for the purposes therein stated.

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WITNESS my hand and Notarial Seal.

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[NOTARIAL SEAL]

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2004 ©West River Estates HOA All Rights Reserved.