ARTICLES OF INCORPORATION
OF
CLOISTERS WEST HOMEOWNERS ASSOCIATION, INC.
To: The Recorder of Deeds, District of Columbia, Washington, D.C.
We, the undersigned, Earl L. Segal, James P. Carroll and Richard A. Newman, being natural persons of the age of twenty-one (21) years or more, acting as Incorporators of the Cloisters West Homeowners Association, Inc., adopt the following Articles of Incorporation for such corporation pursuant to the District of Columbia Non-Profit Corporation Act.
FIRST: The name of the corporation is CLOISTERS WEST HOMEOWNERS ASSOCIATION, INC.
SECOND: The purposes for which the corporation is formed are
To promote the health, safety and welfare of the residents of Cloisters West (the "Community"), which is located within the District of Columbia, and is described and defined in the Declaration of Covenants, Conditions and Restrictions for the Community, which is recorded or to be recorded with the Recorder of Deeds for the District of Columbia (the "Declaration'), and such additions thereto as may hereafter be brought within the jurisdiction of this corporation by virtue of the recording of Supplementary Declarations of Covenants, Conditions and Restrictions.
To own, acquire (by gift, purchase or otherwise), build, operate and maintain open spaces, commons, landscaping, streets, roads and walkways, utilities, on-site sewer, water and storm drainage and detention systems, including buildings, structures and personal properties incident thereto within the Common Areas (as defined in the Declaration) of the Community, and to provide such other facilities and services in the Community in connection therewith, as permitted by law and as it may deem appropriate.
To fix assessments or charges to be levied against the Lots (as defined in the Declaration) located within the Community and the owners thereof.
To enforce any and all covenants, restrictions and agreements applicable to all or any portion of the Community.
To operate as a non-profit corporation pursuant to the District of Columbia's Non-Profit Corporation Act.
To buy, sell, convey, assign, mortgage, lease or manage any real estate and any personal property necessary or incidental to the furtherance of the business of the corporation
To borrow money and issue evidence of indebtedness in furtherance of any or all of the objects of its business, to secure the same by mortgage, deed of trust, pledge, hypothecation or other lien on the real and/or personal property of the corporation.
Insofar as permitted by law, to do any other thing that, in the judgment of the board of directors, will promote the business of the corporation or the common benefit of its members.
Fix, levy, collect and enforce payment by any lawful means all charges or assessments levied or imposed 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 corporation and all other expenses Incidental to the conduct of the business of the corporation.
Dedicate, sell or transfer all or any part of the Common Areas to any public agency, or utility for such purposes and subject to such conditions as may be agreed to by the members; provided, however, that no such dedication or transfer shall be effective unless an instrument has been signed by at least two-thirds (2/3) of each class of members of the corporation agreeing to such dedication, sale or transfer.
Participate in mergers and consolidations with other nonprofit corporations organized for the same purposes or annex additional residential property and common areas, provided that any such merger, consolidation or annexation shall have the assent of at least two-thirds (2/3) of each class of members of the corporation, unless these Articles and/or the Declaration and/or bylaws of the corporation may, from time to time, provide otherwise.
To carry out all or any part of the foregoing objects as principal, factor, agent, contractor, or otherwise, either alone or through or in conjunction with any person, firm, association or corporation, and, in carrying on its business and for the purpose of attaining or furthering any of its objects and purposes, to make and perform any contracts and to do any acts and things, and to exercise any powers suitable, convenient or proper for the accomplishment of any of the objects and purposes herein enumerated or incidental to the powers herein specified, or which at any time may appear conducive to or expedient for the accomplishment of any of such objects or purposes.
The foregoing objects and purposes shall, except when otherwise expressed, be in no way limited or restricted by reference to or inference from the terms of any other clause of this or any other article of these Articles of Incorporation or any amendment thereto, and shall each be regarded as independent, and construed as powers as well as objects and purposes.
The corporation shall be authorized to exercise and enjoy all of the powers, rights and privileges granted to, or conferred upon, corporations of a similar character by the District of Columbia Non-Profit Corporation Act, now or hereafter in force, and the enumeration of the foregoing powers shall not be deemed to exclude any powers, rights or privileges so granted or conferred.
THIRD: The corporation is not authorized to issue capital stock The corporation 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 corporation except may be imposed upon such member in accordance with the Declaration.
FOURTH: Every person or entity who is a record owner ("Owner") of a fee or undivided fee interest in any Lot located within the Community which is subject to the Declaration shall automatically be a member of this corporation, provided that any such person or entity who holds such interest merely as security for the performance of an obligation shall not be a member and provided further that no voting or other privileges and no assessments or charges provided for in said Declaration shall be effective for any Lot until settlement under a sale thereof has occurred or until any improvements erected on such Lot has first been occupied, whichever shall first occur; thereafter, all voting and other privileges and all assessments and charges shall be fully effective, whether such Lot be occupied or not; provided, however, that Class B membership shall commence with the recordation of these Articles of Incorporation.
FIFTH: The corporation shall have the following two classes of voting membership:
Class A. There shall be one hundred ten (110) Class A memberships. Class A Members shall be all those Owners as defined in Article FOURTH above with the exception of the Declarant (as such term is defined in the Declaration), provided that the Declarant may, however, become a Class A Member upon termination of its Class B membership as hereinafter provided. Class A Members shall be entitled to one (1) vote for each Lot in which they hold the interests required for membership under Article FOURTH above. When more than one person holds such interest or interests in any Lot, all such persons shall be members and the vote for such Lot shall be exercised as they among themselves may determine, but in no event shall more than one (1) vote be cast with respect to any such Lot.
Class B. Subject to the provisions of Article SEVENTEENTH, there shall be three hundred thirty (330) Class B memberships, all of which shall be initially held by the Declarant who shall be the initial Class B Member and shall be entitled to one vote for each Class B membership which it holds; provided, however, that the three hundred thirty (330) Class B memberships shall automatically decrease by three (3) memberships for each Lot owned by a Class A Member of the corporation. Each Class B membership shall cease and become a nullity upon the happening of any of the following events, whichever occurs earliest: (i) ninety (90) days after the total authorized and outstanding Class A memberships equal one hundred ten (110); or (ii) ten (10) years from the date of the recordation of the Declaration; provided, however, that if the Declarant is delayed in the improvement and development of the Community an account of market conditions, a sewer, water or building permit moratorium or any other cause or event whatsoever, then the aforesaid ten (10) year period shall be extended by a period of time equal to the length of the delays, or ten (10) years, whichever is less; or (iii) upon the surrender of said Class B memberships by the holders thereof for cancellation on the books of the corporation.
Upon the lapse or surrender of any of the Class B memberships as provided for in this Article, the Declarant shall thereafter remain a Class A Member of the corporation as to each and every Lot in which the Declarant then holds the interest otherwise required of such Class A membership.
The members of the corporation shall have no preemptive rights as such members, to acquire any memberships of the corporation that may at any time be issued by the corporation except as may be specifically provided in these Articles of Incorporation or the bylaws of the corporation.
Memberships shall be appurtenant to and may not be separated from the ownership of any Lot which is subject to assessment by the corporation.
SIXTH: Subject to the provisions of the Declaration, every Class A and Class B Member shall have a right and easement of enjoyment in and to the Common Areas, including the private streets and parking areas and walkways included therein, which shall be appurtenant to and shall pass with the title to each and every Lot, or purposes of ingress and egress to and from such Lot.
SEVENTH: The corporation shall have a lien on the outstanding Class A memberships to secure payment of any sums which shall be due or become due from the holders thereof for any reason whatsoever.
EIGHTH: In the event any Class A Member sells, assigns or otherwise transfers of record the fee interest in any Lot in which he holds the interest required for Class A membership, such member shall, at the same time, assign the Class A membership appurtenant to said Lot to the transferee of the Lot and deliver it to him for transfer on the books of the corporation. The foregoing requirement shall not be applicable in the event a Lot is transferred as aforesaid merely as security for the performance of an obligation.
Except as provided in this Article, Class A membership shall not be transferable and, in any event, no transfer of any Class A membership shall be made upon the books of the corporation within ten (10) days next preceding the annual meeting of the members.
NINTH: The address, including street and number of the corporation’s initial registered office is Suite 400, 655 Fifteenth Street, N.W., Washington, D.C. 20005, and the name of its initial registered agent at such address is Richard A. Newman, a citizen of the District of Columbia, actually residing therein.
TENTH: The affairs of the corporation shall be managed by a board of three (3) Directors who need not be members of the corporation. The initial board of directors shall consist of three (3) directors who shall hold office until the election of their successors for the terms hereinafter set forth. Beginning with the first annual meeting to be held on or before one (1) year from the date of these Articles of Incorporation, the members, at the first such annual meeting, shall elect three (3) directors, one of whom, shall be elected for a term of one (1) year; one of whom shall be elected for a term of two (2) years; and one of whom shall be elected for a term of three (3) years. At each subsequent annual meeting, the members shall elect the applicable number of directors to those terms then expiring in accordance with the foregoing schedule.
The names and addresses of those persons who are to act as directors until the election of their successors and their terms of office are:
To serve until the first annual meeting to be held on or before one (1) Year from the date of these Articles of Incorporation:
Name Address
1. N. Charles Barbot 7979 Old Georgetown Road, Suite 200
Bethesda, Maryland 20814
2. Stephen A. Eckert 7979 Old Georgetown Road, Suite 200
Bethesda. Maryland 20814
3. Judith A. Fitzwater 7979 Old Georgetown Road, Suite 200
Bethesda, Maryland 20814
The qualifications, powers, duties and tenure of the office of director and the manner by which directors are to be chosen shall be as prescribed in and Ls set forth In the bylaws of the corporation. Officers of the corporation shall be elected and shall serve as provided for in said bylaws.
ELEVENTH: The corporation shall indemnify every officer and director of the corporation against any and all expenses, including counsel fees and court costs, reasonably incurred by or imposed upon any officer or director in connection with any action, suit or other proceeding (including the settlement of any such suit or proceeding if approved by the then board of directors of the corporation) to which he may be made a party by reason of being or having been an officer or director of the corporation whether or not such person is an officer or director at the time such expenses are incurred. The officers and directors of the corporation shall hot be liable to the members of the corporation for any mistake of judgment, negligence, or otherwise, except for their own individual willful misconduct or bad faith. The officers and directors of the corporation shall have no personal liability with respect to any contract or other commitment made by them, in good faith, on behalf of the corporation and the corporation shall indemnify and forever hold each such officer and director free and harmless against any and all liability to others on account of any such contract or commitment. Any right to indemnification provided for herein shall not be exclusive of any other rights to which any officer or director of the corporation, or former officer or director of the corporation may be entitled.
The directors shall exercise their powers and duties in good faith and with a view to the interests of the corporation. No contract or other transaction between the corporation and one or more of its directors, or between the corporation and any corporation, firm or association (including the Declarant) in which one or more of the directors of this corporation are directors or officers or are pecuniarily or otherwise interested, is either void or voidable because such director or directors are present at the meeting of the board of directors or any committee thereof which authorizes or approves the contract or transaction, or because his or their votes are counted for such purpose, if any of the conditions specified in any of the following paragraphs exist:
(a) The fact of the common directorate or interest is disclosed or known to the board of directors or a majority thereof or noted in the minutes, and the board authorizes, approves, or ratifies such contract or transaction in good faith by a vote sufficient for the purpose; or
(b) The fact of the common directorate or interest is disclosed or known to the members, or a majority thereof, and they approve or ratify the contract or transaction in good faith by a vote sufficient for the purpose; or
(c) The contract or transaction is commercially reasonable to the corporation at the time it is authorized, ratified, approved or executed.
Common or interested directors may be counted in determining the presence of a quorum of any meeting of the board of directors or committee thereof which authorizes, approves or ratifies any contract or transaction, and may vote thereafter to authorize any contract or transaction with like force and effect as if he were not such director or officer of such other corporation or not so interested.
TWELFTH: The corporation may be dissolved only upon the assent of two-thirds (2/3) of the total votes of all classes of members of the corporation of those voting upon written ballot which shall be sent to all members at least thirty (30) days in advance of the canvass thereof and which notice shall set forth the reasons for such dissolution an the disposition to be made of the assets (which shall be consonant with Article THIRTEENTH hereof).
THIRTEENTH: Upon dissolution of the corporation, the assets of the corporation, both real and personal, shall be disposed of in a manner acceptable to the District of Columbia Government. No such disposition of the corporation's assets and properties shall be effective to divest or diminish any right or title to any member vested in him under the recorded covenants and deeds applicable to the Community or Common Areas unless made in accordance with the provisions of such covenants and deeds.
FOURTEENTH: These Articles of Incorporation maybe amended only upon the assent of two-thirds (2/3) of the total votes of all classes of members of those voting upon written ballot which shall be sent to all members at least thirty (30) days in advance of the canvass thereof and which notice shall set forth the proposed amendment to these Articles of Incorporation, provided that no amendment shall be effective to impair or dilute any rights of members that are covered by the recorded covenants and deeds applicable to the Community or Common Areas (as for example, membership and voting rights) which are part of the property rights and interests created thereby.
FIFTEENTH: The quorum required for any action authorized by Articles TWELFTH and FOURTEENTH hereof shall be as follows: A return of the first canvass of ballots representing sixty-six percent (66%) of the total votes of all classes of members shall constitute a quorum. If the required quorum is not forthcoming at the first canvass, another canvass may be taken, subject to the notice requirements set forth in said Articles TWELFTH and FOURTEENTH, and the required quorum at any such subsequent canvass shall be one-half (1/2) of the required quorum at the preceding canvass, provided that no such subsequent canvass shall be taken more than sixty (60) days following the preceding canvass.
SIXTEENTH: The duration of the corporation shall be perpetual.
SEVENTEENTH: Notwithstanding any provisions to the contrary, in the event the Declarant divides the Community into more or less than one hundred ten (110) Lots (which term shall include assessment and taxation lots upon which a dwelling may be erected), the reference to one hundred ten (110) Class “A” memberships in Article FIFTH shall be increased by one for each such additional Lot or decreased by one (1) for each such Lot less than one hundred ten (110), as applicable, and the reference to three hundred thirty (330) Class “B” memberships shall be increased by three (3) for each such additional Lot or decreased by three (3) for each such Lot less than one hundred ten (110). Further, in the event that Declarant so subdivides the Community into Lots in excess of or less than one hundred ten (110), the reference in Article FIFTH to the secession of the Class “B” membership set forth In Subsection (1) shall not occur until ninety (90) days after the total number of authorized and outstanding Class “A” memberships equals the total of such increased or decreased number of Lots in the Community.
IN WITNESS WHEREOF, we have signed the-se Articles of Incorporation on this 8th day of April, 1985.
________________________
Earl L. Segal
655 Fifteenth Street, N.W.
Suite 400
Washington, D.C. 20005
____________________________
James P. Carroll
655 Fifteenth Street, N.W.
Suite 400
Washington, D.C. 20005
________________________
Richard A. Newman
655 Fifteenth Street, N.W.
Suite 400
Washington, D.C. 20005
WITNESS AS TO ALL:
_______________________