ENPOA Articles of Incorporation

FOR REFERENCE ONLY – NOT OFFICIAL DOCUMENT

Approved and filed June 12, 1973

Amendments May 15, 1980; Article 11, Section 7, 8, 10

Amendment May 1, 1993; Article IV

ARTICLES OF INCORPORATION

EAGLE NEST PROPERTY OWNERS’ ASSOCIATION

WHEREAS, The Shorewood Corporation, an Indiana incorporation (hereinafter sometimes referred to as ‘the developer”), is now developing parts of Marion County, Indiana, as a complete residential community that will be known as “Eagle Nest” and is hereinafter sometimes referred to as “the project”; and

WHEREAS, it is desirable that a cooperative maintenance and recreation system

be established, governed and operated by the owners of the residential lots in the Project in such a manner as to promote the creation and preservation of peaceful enjoyment of the property and the protection and enhancement of property values in the Project; and;

WHEREAS, plat restrictions and restrictive covenants are to be recorded with

respect to the Project;

KNOW ALL BY THESE PRESENTS, that I, the undersigned, a citizen of the

United States, do hereby undertake to form a not-for-profit corporation without capital stock under the provisions of The Indiana Not For Profit Corporation Act, as amended.

ARTICLE I:

Section 1: The name of the corporation is Eagle Nest Property Owners’ Association, Inc., and it is hereinafter referred to as “the Association”.

ARTICLE II:

The general objects and purposes and powers of the Association are:

Section 1: To exercise the powers and functions granted to it in, or pursuant to, the plat restrictions applicable to the Project, or any portion thereof, and any other restrictive covenants that have heretofore or may hereafter be rewarded in respect of the Project, or any part thereof.

Section 2: To care for, maintain, and repair certain vacant and unimproved and unkempt lots and certain common areas of the Project, or any part thereof; to repair, rebuild, and maintain structures of residences on any lot in the project for the purposes of preventing any such structure’s falling into a rundown condition; to repair, maintain, rebuild and/or beautify all streets and their rights of way, and all commons and residential facilities within the Project that are not subject to maintenance by governmental authority.

Section 3: To provide for the payment of taxes and assessments, if any, that may be levied by any governmental authority upon any area in the Project that may be conveyed to the Association.

Section 4: To enforce charges, easements, restrictions, conditions, covenants, and

servitudes existing upon and created for the benefit of the property over which the

Association may have jurisdiction; to pay all expenses incidental thereto; to enforce the decisions and rulings of the Association; and to pay all expenses in connection therewith.

Section 5: To provide for the operation, maintenance and management of any swimming pools, tennis courts, lodges or clubhouses, or other recreational facilities, and other community features of such land in the Project as may be conveyed to the Association, and to provide for the maintenance of those areas designated on the plats of the Project as Common Areas.

Section 6: To appoint such committees as may be necessary to, or convenient in, the Association’s discharging the duties entrusted to it.

Section 7: To levy an annual charge that shall be a lien against the real estate in the Project and a personal obligation of the members of the Association; to publish the names of members who shall fail to pay the charges made by the Association; to sue to collect any of such charges as are not paid; and to foreclose any such lien. Each year the Board of Directors of the Association shall consider the current operational and maintenance needs and future needs, including capital needs of the Association and, in the light of those needs, shall fix the amount of the annual charge herein provided for, which shall not be less than ninety-six dollars ($96.00) in respect of each numbered lot. In no event may the Board of Directors increase the annual charge by more than ten percent (10%) over the preceding year’s charge without prior approval obtained at a special meeting of the members of the Association held for that purpose and upon a majority vote of those members voting at such meeting. Nothing contained in this paragraph Section 7 does, or is intended to, or shall be construed to, create in the Association a power to levy

or make any charge of any kind against the Developer or against the Association itself.

Section 8: To acquire by gift, purchase, or other means, to own, hold, enjoy, lease,

Operate, maintain, convey, sell, lease, transfer, mortgage, or otherwise encumber, or dedicate for public use, real or personal property in connection with the business of this Association; provided, however, that the power to convey, sell, transfer, mortgage or otherwise encumber real property owned by the Association may not be exercised without prior approval obtained at a special meeting of the embers of the Association held for that purpose and upon a majority vote of those members voting at such meeting.

Section 9: To expend the moneys collected by the Association from assessments or charges, and other sums received by the Association, for the payment and discharge of all proper costs, expenses, and obligations incurred by the Association in carrying out all or any of the purposes for which the Association is formed.

Section 10: To borrow money and to give, as security therefor, a mortgage or other security interest in any or all real or personal property owned by the Association, or a pledge of moneys to be received under Section 7 above, and to assign and pledge its right to make assessments and charges and its right to claim a lien therefor, provided, however, the powers stated in this Section 10 may not be exercised without prior approval obtained at a special meeting of the members of the Association held for that purpose and upon a majority vote of those members voting at such meeting.

Section 11: To do any and all lawful things and acts, and to have any and all lawful powers, which a corporation organized under and by virtue of The Indiana General Not For Profit Corporation Act, as amended, may do and have, and in general to do all things necessary and proper to accomplish the foregoing purposes, including the specific power to appoint any person or corporation as its fiscal agent to collect all assessments and charges levied by the Association and to enforce the Association's liens for unpaid assessments and charges or any other lien owned by the Association.

ARTICLE III:

The period during which the Association shall continue as a corporation shall be

perpetual.

ARTICLE IV:

The post office address of the principal office of the Association shall be C/O

Sandy Nering, 7909 Teel Way; Indianapolis. Indiana 46256, and the name of its

Resident Agent is Sandy Nering, whose post office address is 7909 Teel Way;

Indianapolis, Indiana, 46256.

ARTICLE V:

Section 1: The members of the Association shall be persons or corporations who at any time are owners ( legal or equitable) of numbered residential lots in a subdivision known as Eagle Nest, as now or hereafter constituted, including any future additions (“the Project”). A person who has no interest in real estate in the Project other than interest that is held merely as security for the performance of obligation to pay money (e.g:, the interest of a mortgagee or a land contract vendor) shall not be entitled to membership in the Association.

Section 2: Membership in the Association shall lapse and terminate when any member shall cease to be the owner of a numbered residential lot in the Project.

Section 3: Any meeting of the members of the Association may be held at any place within Marion County, Indiana. The place at which a particular meeting of the members is to be held shall be stated in the notice of that meeting.

Section 4: The members of the Association shall be divided into two classes, namely, Class A members and Class B members. No person, firm or corporation except the Developer (and any person who shall hereafter succeed to the Developer’s business and properties substantially as a whole) shall hold a Class B membership in the Association. A Class A member shall be entitled to one vote for each numbered residential lot in the Project that is owned by the member; a Class B member shall be entitled to three votes for each numbered residential lot in the Project that is owned by the member; a Class B member shall be entitled to three votes for each numbered residential lot in the Project that is owned by the member. Any member (whether a Class A member or a Class B member), shall have the power to cast his vote or votes by proxy or voting trust.

Section 5: In addition to the Class A and Class B members described in Section 4 above, the Association may have associate members. Any person who is approved by the Board of Directors may be an associate member of the Association. Associate members shall have no vote or right to notice of any meeting of members, regular or special. Associate members shall be required to pay the same annual charge as members pay for residential lots in Eagle Nest, shall be required to observe all rules governing the conduct of members, and shall be entitled to enjoy all the other privileges of membership.

Section 6: No member may be expelled from membership in the Association for any reason whatsoever; provided, however, that the Board of Directors of the Association shall have the right to suspend the voting rights (if any) and right to use of the recreational facilities of the Association of any member or associate member (i) for any period during which any Association charge owned by the member or associate member remains unpaid; and (ii) during the period of any continuing violation of the restrictive covenants for the Project, after the existence of the violation shall have been declared by the Board of Directors of the Association.

Section 7: There shall be no other preferences, limitations or restrictions with respect to the relative rights of the members.

ARTICLE VI:

The affairs and business of the Association shall be managed by a Board of

Directors consisting of not less than three nor more than seven members, the exact

number to be stated in the By-Laws of the Association. In the absence of such a

statement in the By-Laws, the number of Directors shall be three. Each member of the first Board of Directors shall serve for a term of three years; thereafter, each Director shall serve for such a term as may be prescribed by the By-Laws.

The Board of Directors of the Association shall have power to adopt By-Laws of the Association not inconsistent with these articles or with the laws of the State of Indiana. Pursuant to the By-Laws, the Board of Directors may elect a President, one or two Vice Presidents, a Secretary, one or two Assistant Secretaries, and a Treasurer. The offices of Secretary and Treasurer may be filled by one person. The officers shall have such qualifications, powers, and duties, and shall be elected in such manner, at such time and place, and shall serve for such terms as may be provided in the By-Laws of the Association.

ARTICLE VII:

The names and addresses of the first Board of Directors are as follows: Allen E.

Rosenberg, The Shorewood Corporation, Noblesville, Indiana, 46060; Stanley E. Hunt, The Shorewood Corporation, Noblesville, Indiana, 66060; and Jack Distelhont, The Shorewood Corporation, Noblesville, Indiana, 46060.

ARTICLE VIII:

The name and address of the incorporator is Stanley E. Hunt, The Shorewood

Corporation, Noblesville, Indiana, 46060.

ARTICLE IX:

No property is to be taken over by the Association at or upon its incorporation,

but this fact shall in no manner restrict the Association in respect of its later receiving property by donation, grant, purchase, or other means.

ARTICLE X:

The Association is organized without stock and no part of the income of the

Association shall inure to the benefit of any member, associate member, director or officer of the Association.

ARTICLE XI:

None of the provisions of these Articles of Incorporation may be altered or

amended in whole or in part in such a way as to bring them into conflict with the

restrictive covenants and deed restriction now or hereafter made applicable to the

Project. With the foregoing exception, these Articles may be freely amended in

accordance with the provisions of The Indiana General Not For Profit Corporation Act as now of hereafter amended.

IN WlTNESS WHEREOF, the undersigned has hereunto subscribed his name on

this 8th day of June, 1973.

(original signature, Stanley e. Hunt)

Stanley E. Hunt

STATE OF INDIANA

COUNT OF Hamilton

Before me, Cheri Lou Graf, a Notary Public in and for said County and State,

personally appeared Stanley E. Hunt, the party executing the foregoing Articles of Incorporation and, the same being produced, he acknowledged the execution and

delivery thereof as his act and deed.

Witness my hand and Notarial Seal this 8th day of June, 1993.

(original signature, Cheri Lou Graf)

Cheri Lou Graf, NOTARY PUBLIC

My commission expires: May 13, 1976