HomeMy WebLinkAboutCertificate of incorporation Eastwood Commons Document BF035674-001V CERTIFICATE OF INCORPORATION OF
EASTWOOD COMMONS SUNNYHILL HOMEOWNERS ASSOCIATION, INC.
UNDER SECTION 402
OF THE NOT -FOR -PROFIT CORPORATION LAW
In compliance with the requirements of the NOT -FOR -PROFIT
CORPORATION LAW of the State of New York, the undersigned
certifies:
ARTICLE I
NAME
The name of the Corporation is EASTWOOD COMMONS SUNNYHILL
HOMEOWNERS ASSOCIATION, INC., hereinafter known as the
"Corporation".
ARTICLE II
TYPE OF CORPORATION: PURPOSES
The Corporation is a Type A corporation pursuant to section
201 for the NOT -FOR -PROFIT CORPORATION LAW and is being formed
exclusively for the following purposes, none of which are for
pecuniary profit or financial gain; the specific purposes for
which it is formed are to provide for maintenance, preservation,
and architectural control of the residence Lots and Common Area
within a certain tract of property known as Eastwood Commons
Sunnyhill located north of Houness Lane and bounded generally by
the City of Ithaca and properties of Robertson, formerly Pyle,
May, and formerly Coggshall and Eastwood Commons Residents'
Association, Inc. in the Town of Ithaca, County of Tompkins,
State of New York (the "Property") for the benefit of residents
of homes located on the Property and additions thereto as may
hereinaf ter be brought within the jurisdiction of the,;
Corporation, and no part of the assets, income or profits of the
Corporation is distributable to or enures to the benefit of the
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members, directors or officers of the Corporation except to the
extent permitted under the Not -For -Profit -Law, and for this
purpose to:
(a) exercise jurisdiction only over that portion of the
Property as shall have been developed by residential
home construction together with the sections of the
common area within the Property that shall have been
conveyed to this Corporation by appropriate documents;
(b) fix, levy, collect and enforce payment by any lawful
means, all charges or assessments levied or assessed
against members of the Corporation; to pay all expenses
in connection therewith and all office and other
expenses incident to the conduct of the business of the
Corporation, including all licenses, taxes or
governmental charges levied or imposed against the
property of the Corporation;
(c) acquire (by gift, purchase or otherwise), own, hold,
improve, build upon, operate, maintain, convey, sell,
lease, transfer, dedicate for public use or otherwise
dispose or real or personal property in connection with
the affairs of the Corporation;
(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 its real or personal
property as security for money borrowed or debts
incurred;
(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
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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;
(f) participate in mergers and consolidations with other
non-profit corporations organized for the same purposes,
provided that any such merger or consolidation shall
have the assent of two-thirds (2/3) of each class of
members;
(g) have and to exercise any and all powers, rights, and
privileges which a corporation organized under the Not
-For-Profit Corporation Law of the State of New York by
law may now or hereafter have or exercise.
ARTICLE III
PRINCIPAL OFFICE
The principal office of the Corporation is to be located in
the Town of Ithaca, County of Tompkins.
ARTICLE IV
TERRITORY
The location in which the Corporation's operations are
principally to be conducted is the County of Tompkins, Town of
Ithaca, State of New York.
ARTICLE V
MEMBERSHIP
Every person or entity who is a record owner of a fee or
undivided fee interest in any Lot located within the Property
which is subject by covenants of record to assessment by the
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Corporation, including contract sellers, shall be a member of the
Corporation. The foregoing is not intended to include persons or
entities who hold an interest merely as security for the
performance of an obligation. Membership shall be appurtenant to
and may not be separated from ownership of any Lot which is
subject to assessment by the Corporation. Ownership of such Lot
shall be the sole qualification for membership.
ARTICLE VI
SERVICE OF PROCESS
The Secretary of State is hereby designated as agent of this
corporation upon whom process against it may be served pursuant
to Section 402(a)(7) of the Not -for -Profit Corporation Law and
the post office address to which the Secretary of State shall
mail a copy of any process against it served upon him is c/o
Eastwood Commons Building Corp., 4B Wildflower Drive, Ithaca, New
York 14850.
ARTICLE VII
VOTING RIGHTS
The Corporation shall have two classes of voting membership:
Class A. Class A members shall be all Owners of Lots within the
Property. Each Class A member shall be entitled to one
vote. When more than one person holds an interest in any
Lot, all such persons shall be members. The vote for
such Lot shall be exercised as the owners among
themselves determine, but in no event shall more than
one vote be cast with respect to any Lot. Any and all
actions requiring a vote or approval by the members or
by the Class A members shall be approved separately by
Class A members and by Class B members.
Class B. The sole Class B member shall be the sponsor. The
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Class B Membership shall cease and be converted to Class
A membership on the happening of either of the following
events, whichever occurs earlier:
(a) when the forty-fifth residential unit is sold, or
(b) eight (8) years after date of transfer of title to
the first single family residential unit.
ARTICLE VIII
BOARD OF DIRECTORS
The affairs of this Corporation shall be managed by a Board
of three (3) Directors until the first annual meeting, from and
after which time the number of Directors shall be nine (9). No
Director shall be required to be a member of the Corporation. The
number of directors may be changed by amendment of the By -Laws of
the Corporation, provided however that the number of directors
shall be not less than three (3). The names and residence address
of the persons who are to act in the capacity of directors until
the first meeting, are:
NAME
Norbert H. Schickel Jr.
William J. Schickel
Sharon Cartner
ADDRESS
85 Ferguson Road, Dryden, N.Y.
141 Ferguson Road, Dryden, N.Y.
RD 2, Interlaken, N.Y.
At the first annual meeting, the members shall elect three
directors for a term of one year, three directors for a term of
two years and three directors for a term of three years; and at
each annual meeting thereafter, the members shall elect three
directors for a term of three years.
W,
ARTICLE IX
OTHER CONSENTS
No approvals or consents are required by this chapter or any
other statute before this certificate can be filed.
ARTICLE X
DISSOLUTION
The Corporation may be dissolved pursuant to a plan of
liquidation adopted in accordance with the provisions of Article
10 of the Not -For -Profit Corporation Law, and the approval of
such plan given in writing and signed by not less than two-thirds
(2/3) of each class of members. Upon dissolution of the
Corporation, other than incident to a merger consolidation, the
assets of the Corporation shall be dedicated to an appropriate
public agency to be used for purposes similar to those for which
this corporation 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 similar purposes.
ARTICLE XI
DURATION
The Corporation shall exist perpetually.
ARTICLE XII
AMENDMENTS
Amendments of these Articles shall require the assent of 75
percent (75%) of each class of members
ARTICLE XIII
FHA/VA APPROVAL
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FHA/VA Approval As long as there is a Class B membership,
the following actions will require the prior approval of the
Federal Housing Administration, or the Veterans Administration,
provided that an FHA or VA mortgage was placed on one or more of
the lots at the time of the sale of such lot by Eastwood Commons
Building Corp.: annexation of additional properties, mergers and
consolidations, mortgaging of common area, dedication of common
area, dissolution and amendment of these articles.
Such approval shall not be required in the event there are
not FHA or VA insured mortgages on any lot at the time it was
conveyed by the Eastwood Commons Building Corp.
IN WITNESS WHEREOF, for the purpose of the Corporation under
the laws of the State of New York, We, the undersigned, being the
incorporators of this Corporation, and being older than 19 years
of age, have executed this Certificate of Incorporation this euf
day of May, 1988.
Norbert H. Schickel Jr. 85 Ferguson Road, Dryden, N.Y.
William 4�Schickel
J at-�
Sharon Cartner
141 Ferguson Road, Dryden, N.Y.
RD 2, Interlaken, N.Y.
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STATE OF NEW YORK )
COUNTY OF TOMPKINS) as:
On the 4`1-h day of May 1988 before me personally came
Norbert H. Schickel Jr. to me known to be the individual
described in, and who executed the foregoing instrument, and duly
acknowledged that he executed the same.
1IMM otary Pu lic
C QiMM�g
STATE OF NEW YORK )
COUNTY OF TOMPKINS) as:
On the 64--k day of May 1988 before me personally came
William J. Schickel to me known to be the individual described
in, and who executed the foregoing instrument, and duly
acknowledged that he executed the same.
�NQVff I
WELD otary Pub c
STATE OF NEW YORK )
COUNTY OF TOMPKINS) as:
On the k A day of May 1988 before me personally came
Sharon Cartner to me known to be the individual described in, and
who executed the foregoing instrument, and duly acknowledged that
she executed the same.
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CERTIFICATE OF INCORPORATION
OF
EASTWOOD COMMONS SUNNYHILL
HOMEOWNERS ASSOCIATION, INC.
Under Section 402 of the
Not -For -Profit Corporation Law
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