Articles of Incorporation

ARTICLES OF INCORPORATION OF ECHO MILL NEIGHBORHOOD ASSOCIATION, INC.

Article 1. Name. The name of the corporation is Echo Mill Neighborhood Association, Inc. (the "Association").

Article 2. Principal Office. The initial principal office of the Association is: 2500 Windy Ridge Parkway, Suite 1600, Marietta, Georgia 30067

Article 3. Duration. The Association shall have perpetual duration.

Article 4. Applicable Statute. The Association is organized pursuant to the provisions of the Georgia Nonprofit Corporation Code.

Article 5. Purposes and Powers. The Association does not contemplate pecuniary gain or profit, direct or indirect, to its members.

A. In way of explanation and not of limitation, the purposes for which it is formed are:

(i) to be and constitute the Association to which reference is made in the Declaration of Covenants, Conditions and Restrictions for Echo Mill ("Declaration"), recorded or to be recorded in the Office of the Clerk of the Superior Court of Cobb County, Georgia, to perform all obligations and duties of the Association, and to exercise all rights and powers of the Association, as specified therein, in the By-Laws of the Association ("By-Laws") and as provided by law; and

(ii) to provide an entity for the furtherance of the interests of the owners of real property subject to the Declaration.

B. In furtherance of its purposes, the Association shall have the following powers, which, unless indicated otherwise by the Declaration or By-Laws, may be exercised by the board of directors:

(i) all of the powers conferred upon nonprofit corporations by common law and the statutes of the State of Georgia in effect from time to time;

(ii) all of the powers necessary or desirable to perform the obligations and duties and to exercise the rights and powers set out in these Articles, the By-Laws, or the Declaration, including, without limitation, the following:

(1) to fix and to collect assessments or other charges to be levied;

(2) to manage, control, operate, maintain, repair, and improve the Common Area (as defined in the Declaration) and any other property for which the Association has a right or duty to provide such services pursuant to the Declaration, other applicable covenants, or any agreement or contract;

(3) to enforce covenants, conditions, or restrictions affecting any property to the extent the Association may be authorized to do so under the Declaration or By-Laws;

(4) to engage in activities which will actively foster, promote, and advance the common interests of all owners of property subject to the Declaration;

(5) 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 Association;

(6) to borrow money for any purpose, subject to such limitations as may be set forth in the By-Laws;

(7) 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 Association, with or in association with any other association, corporation, or other entity or agency, public or private;

(8) to act as agent, trustee, or other representative of other corporations, firms, or individuals, and as such to advance the business or ownership interests in such corporations, firms, or individuals; and

(9) to provide any and all supplemental municipal services to the property subject to the Declaration as the Board may deem necessary or proper.

C. 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 5 are independent powers, not to be restricted by reference to or inference from the terms of any other paragraph or provisions of this Article 5.

Article 6. Membership. The Association shall be a membership corporation without certificates or shares of stock. Each Person who is the record owner of a Unit (as such capitalized terms are defined in the Declaration) subject to the Declaration is a member and shall be entitled to vote as set forth herein and in the Declaration and the By-Laws.

Article 7. Board of Directors.

A. The affairs of the Association shall be conducted, managed, and controlled by a Board of Directors. The initial Board of Directors shall consist of three directors.

B. The names and addresses of the members of the initial Board of Directors, who shall hold office until their successors are elected and have qualified, or until their resignation or removal, are as follows:

Bruce E. Smith, 2500 Windy Ridge Parkway, Suite 1600, Marietta, Georgia 30067 Deloris A. Schmidt, 2500 Windy Ridge Parkway, Suite 1600, Marietta, Georgia 30067 Charles W. Kastner, 2525 Dallas Highway, Marietta, Georgia 30064

C. The method of election, removal, and filling of vacancies on the Board of Directors and the term of office of directors shall be as set forth in the By-Laws.

D. The Board may delegate its operating authority to such corporations, individuals, and committees as it, in its discretion, may determine.

Article 8. Indemnification of Directors. To the extent consistent with the Georgia Nonprofit Corporation Code, as it exists on the date hereof or as it may hereafter be amended, the Association shall indemnify its officers and directors to the extent required by the Declaration and By-Laws. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Association for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

Article 9. Dissolution. The Association may be dissolved only upon a resolution duly adopted by the board of directors and the affirmative vote of Members representing at least two-thirds (2/3) of the Class "A" votes in the Association and so long as the Class "B" membership exists, the consent of the Class "B" Member.

Article 10. Merger and Consolidation. The Association may merge or consolidate only upon a resolution duly adopted by the board of directors and the affirmative vote of Members representing at least two-thirds (2/3) of the Class "A" votes in the Association and the consent of the Class "B" membership so long as the Class "B" membership exists.

Article 11. Amendments. These Articles may be amended only upon a resolution duly adopted by the board of directors and the affirmative vote of at least two-thirds (2/3) of the total eligible votes of the members and the consent of the Declarant so long as the Declarant owns any property subject to the Declaration or which may be unilaterally subjected to the Declaration by the Declarant; provided however, no members shall be entitled to vote on any amendment to these Articles of Incorporation for the sole purpose of complying with the requirements of any governmental or quasi governmental entity or institutional lender authorized to fund, insure or guarantee mortgages on individual Units, as such requirements may exist from time to time, which amendments may be adopted by the board of directors.

Article 12. Incorporator. The name and address of the incorporator are as follows:

David A. Herrigel, Hyatt & Stubblefield, P.C., 1200 Peachtree Center South Tower, 225 Peachtree Street, N.E., Atlanta, Georgia 30303

Article 13. Registered Agent and Office. The initial registered office of the Association is 1200 Peachtree Center South Tower, 225 Peachtree Street, N.E., Atlanta, Georgia 30303, and the initial registered agent at such address is David A. Herrigel.

IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation.

DAVID A. HERRIGEL 1200 Peachtree Center South Tower 225 Peachtree Street, N.E. Atlanta, Georgia 30303 (404) 659-6600

That's all the substantive content from the document. The remaining pages are a Publisher's Affidavit and newspaper public notice clippings, which likely don't need to be included on the web page. Let me know if you'd like those as well, or if you're ready for the next link!