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.

Copyright © 2009 Autumn Ridge Homeowners Association

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