2018 Declaration & Articles of Incorporation Vote

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1 2018 Declaration & Articles of Incorporation Vote WHITE PAPEr 2018

2 GATEWAY TO THE OUACHITAS The following pages outline recommended changes to the Hot Springs Village Declaration and Articles of Incorporation. All the changes together provide a stronger foundation for property owners to control and influence the value and future of Hot Springs Village.

3 TABLE OF CONTENTS Executive Summary Summary of Proposed Amendments and Goals Definitions Proposed Declaration Amendments Article II, Sections 2-3. Additions to Existing Property Article III, Section 2. Voting Rights Article VI, Section 1. Plan for Construction and Maintenance of Common Properties: Water System and Sewer System Article VI, Section 2. Plan for Construction and Maintenance of Common Properties: Ways of Access for Vehicles Article VI, Section 3. Lakes, Golf Course, Permanent Parks and Permanent Recreational Plots Article VIII, Section 3(j). Extent of Members and Associate Members Easements. [NEW] Article VIII, Section 3(c). Extent of Members and Associate Members Easements Article VIII, Section 3(i). Extent of Members and Associate Members Easements Article X, Section 3. Basis and Maximum of Annual Assessments Article X, Sections 4-6. Covenant for Maintenance Assessments Article XI, Section 1. Architectural Control Committee Article XIV, Sections 1 & 6. Duration Proposed Articles of Incorporation Amendment

4 CONTACT FOR QUESTIONS COMMENTS AND QUESTIONS explorethevillage.com/vision/2018vote/

5 EXECUTIVE SUMMARY The Declaration and Articles of Incorporation Amendments modify the 1970 s era community covenants to create governing documents appropriate for communities of today and the future. Updating the Hot Springs Village governing documents will eliminate or replace obsolete and confusing provisions, equalize unbalanced voting provisions, and will tailor the documents to fit the current living experience and expectations of property owners. Not casting an affirmative vote could mean the continuation of voting imbalances, burdensome development timelines, insufficient assessments, and financial liabilities imposed on property owners by for-profit entities. Key highlights of the proposed Amendments include: Separating the Declaration s duration and amendment provisions as permitted by a recent Arkansas Supreme Court decision, allowing future amendments as approved by property owners (Article XIV, Secs. 1 & 6) Amending the Developer s (Cooper Communities) Class B vote, giving all property owners equal voting rights (Article III, Sec. 2) Provides that the Association has no obligation to begin construction of water and sewer until at least 24 months from property being subject to the Declaration (Article VI, Secs. 1) Removing the reference to a specific index (the Southern CPI) as the cap on any increase in annual assessments and replacing it with a percentage maximum of percentage (5%), unless otherwise determined by property owner vote (Article X, Secs. 3-6) Requiring potential new common properties like streets, golf courses, and other amenities and infrastructure constructed by a developer to satisfy construction specifications established by the Association before the Association must accept the improvements as Common Property. (Article VI, Secs. 1-3) Creates a process by which the Association can sell or abandon certain minor Common Property and establishes related property owner notifications and vote requirements (Article VIII, Sec. 3) Outlining the Architectural Control Committee standards and processes (Article XI, Sec. 1) Updating the Articles of Incorporation to be governed by the Arkansas Nonprofit Act of 1993 as opposed to current governance by the Arkansas Nonprofit Act of 1963 For each Declaration section proposed for amendment, the current Declaration section is presented verbatim followed by the [REVISED] language as it will appear if the amendment is approved. These summaries are provided for the convenience of the reader and are prepared by the POA s staff and legal counsel. You should carefully review the proposed Amendments and make your own determination of their effect. The goals set out below each summary were approved by the Chief Executive Officer and indicate the purpose the proposed amendment is intended to serve. The proposed amendment may not fully satisfy the applicable goal due to legal and other considerations. HSV/AOI White Paper 3

6 SUMMARY OF PROPOSED AMENDMENTS AND GOALS Article II, Sections 2-3. Additions to Existing Property. This amendment removes the current exclusive right of the Developer (Cooper Communities) to expand the boundaries of Hot Springs Village and requires the POA s consent to expand those boundaries. Goal: To ensure additional property and infrastructure obligations are not imposed on the Association without its consent Article III, Section 2. Voting Rights. This amendment equalizes Class B voting rights (currently held by Cooper Communities) with other property owners Class A voting rights. Both classes will have one vote per Lot or Living Unit. Goal: To give all property owners an equal vote, regardless of Class Article VI, Section 1. Plan for Construction and Maintenance of Common Properties: Water System and Sewer System. This amendment provides that the POA is not obligated to begin water and sewer improvements until at least 24 months after property is made subject to the Declaration and permits for-profit entities to contribute to the cost of that construction. Goal: To reduce unplanned financial liability Article VI, Section 2. Plan for Construction and Maintenance of Common Properties: Ways of Access for Vehicles. This amendment retains the property developer s obligation to construct and pave streets but provides that the POA has no obligation to accept the permanent maintenance responsibility for a street unless it is constructed to standards adopted by the POA. Goal: To reduce unplanned financial liability Article VI, Section 3. Lakes, Golf Course, Permanent Parks and Permanent Recreational Plots. This amendment requires the developer of a neighborhood to maintain at its expense for a period of 5 years any golf course, lake or park constructed by it, and permits the POA to create construction standards for those amenities that must be satisfied by the developer before the POA is required to accept it for permanent maintenance after the 5-year period expires. Goal: To reduce unplanned financial liability Article VIII, Section 3(j). Extent of Members and Associate Members Easements. NEW This addition creates a process to permit minor portions of Common Property to be abandoned or sold after specified property owner notification and approvals, and POA approval. Goals: To permit minor portions of common property (not to include golf courses, lakes, water, and sewer system) to be sold or abandoned and protect approval rights of property owners adjacent to such properties when changes are being considered Article VIII, Section 3(c). Extent of Members and Associate Members Easements. This amendment allows penalties to continue as long as the infraction continues. Goal: To clarify the duration of the penalty 4 HSV/AOI White Paper

7 Article VIII, Section 3(i). Extent of Members and Associate Members Easements. This amendment changes the approval required to transfer Common Property to eliminate separate approval by the Class A members and by the Class B member (currently Cooper Communities). A majority vote of the combined Class A and Class B members will be required. Goal: To provide all members in good standing an equal vote with regard to dedicating or transferring common property Article X, Section 3. Basis and Maximum of Annual Assessments. This amendment changes the cap on the amount the annual assessment may be increased from the percentage increase in the Consumer Price Index, to a stated maximum amount of 5%, unless otherwise determined by property owner vote. Goal: To clarify annual assessment increases and stabilize financial planning Article X, Sections 4-6. Covenant for Maintenance Assessments. This amendment eliminates separate approval by the Class A members and by the Class B member (currently Cooper Communities) to authorize a special assessment or increase the annual assessment greater than the applicable cap. A majority vote of the combined Class A and Class B members will be required. Goal: To secure the right of property owners to equally determine funding mechanisms and remove the veto of one Class over another Article XI, Section 1. Architectural Control Committee. This amendment strengthens the standards and processes related to architectural control. Goal: To protect property values Article XIV, Sections 1 & 6. Duration. This amendment separates the Declaration s combined duration and amendment provisions into separate sections. The duration will remain at 7 years, while amendments may be approved by property owners at any time and become effective as designated by property owner vote. The requirement of approval by two-thirds of those voting in the amendment election was not changed. Goal: To allow property owners to make amendments at any time and determine the effective date of said amendments Articles of Incorporation This amendment updates the Articles of Incorporation to provide that the POA will be governed by the Arkansas Nonprofit Act of 1993 as opposed to the Arkansas Nonprofit Act of 1963 (currently in effect). Goal: To provide clear and complete rules for corporate governance and establish modern standards of conduct for directors and officers HSV/AOI White Paper 5

8 DEFINITIONS The following are definitions of terms defined in the Declaration. Some definitions have been condensed or edited for clarity in the context of this White Paper on the 2018 Declaration and Articles of Incorporation Vote. These are provided for convenience of the reader. You should consult the Declaration for the official definition of these terms and their specific usage in the document. Association: means the Hot Springs Village Property Owners Association. Class A members: Those persons or entities as defined in Section 1 of the full Declaration Amendments document with the exception of Developer (Cooper Communities), who have paid the Developer in full for the purchase price of the Lot or Living Unit. Class A members shall be entitled to one vote for each Lot or Living Unit in which they hold the interests required for membership. When more than one person holds such interest or interests in any Lot or Living Unit, the vote for such Lot or Living Unit shall be exercised as they among themselves determine; but in no event shall more than one vote be cast with respect to any such Lot or Living Unit. Class B member: The Class B member is the Developer. Cooper Communities remains the Developer designated under the Declaration. The Class B Member is entitled to ten votes for each Lot or Living Unit, which is subject by covenants of record to being assessed by the Association, even though such assessment has not yet commenced, until such time as it shall cease to be a record owner and shall have been paid in full for such Lot or Living Unit. The Developer shall continue to have the right to cast votes even though it may have contracted to sell the Lot or Living Unit or may have same under a mortgage or deed of trust. Commercial Lot: refers to any Lot designated on any recorded subdivision plat of The Properties, or as may be designated by this Declaration, or any Supplemental Declaration. Common Properties: Refers to property so designated on any recording subdivision plat of The Properties and intended to be devoted to the common use and enjoyment of owners. Limited Common Properties: refers to those areas of land designated on recorded subdivision plat of The Properties intended to be devoted to the common use and enjoyment of the owners of specifically designated property; and those areas so designated from time to time by the Developer for the purposes aforesaid. Living Unit: shall mean and refer to any portion of a building situated upon The Properties designed and intended for use and occupancy as a residence by a single family. Lot: shall be the numbered lots or numbered and lettered lots in the numbered blocks as shown on any recorded subdivision plat of The Properties. Member: refers to all those persons or entities who are members of the Association as provided in ARTICLE III, Section 1. 6 HSV/AOI White Paper

9 Mutual Benefit Corporation: a corporation formed under the laws of the State of Arkansas to benefit, represent and serve a group of individuals or entities. Owner: refers to the Developer, any other record owner and the contract purchaser from the Developer, whether one or more persons or entities, of the fee simple title to any Lot or Living Unit situated upon The Properties. Private Ways, Private Roads and Private Lanes: refers to every way of access for vehicles which are not dedicated to the general public but are designated as either common properties or limited common properties. The fact that a private way, a private road or a private lane shall be known by the name of street, road, avenue, place or other name shall in no way cause the particular way, road or lane to be public in nature despite the fact that streets under general definitions are not private in nature. Public Streets, Public Roads, Public Ways and Public Lanes: shall be all ways of access for vehicles which are dedicated to the general public. Residential Lot: refers to any Lot so designated on recorded subdivision plot of The Properties, or as may be so designated by this Declaration, or any Supplemental Declaration. The Properties: refers to all existing properties, and additions, as are subject to the Declaration or any Supplemental Declaration under the provisions of ARTICLE II of the Declaration. HSV/AOI White Paper 7

10 proposed declaration amendments Article II, Sections 2-3. Additions to Existing Property. [CURRENT] Additional lands of the Developer situated in Garland County, Arkansas, as well as Saline County, Arkansas, may become subject to this Declaration in the following manner: (a) Additions in Accordance with a General Plan of Development. The Developer, its successors and assigns, shall have in future stages of the development the right but not the obligation to bring within the plan of this Declaration additional properties, regardless of whether or not said properties are presently owned by the Developer, provided that such additions are compatible with the General Plan of Development which has been prepared and heretofore made public prior to the date of this Declaration and prior to the sale of any Lot, and provided such proposed additions, if made, will become subject to assessment for their just share of Association capital investments and expenses. UNDER NO CIRCUMSTANCES shall this Declaration or any Supplemental Declaration or such General Plan bind the Developer, its successors and assigns, to make the proposed additions or to adhere to the Plan in any subsequent development of land shown upon such General Plan, or in anywise preclude the Developer, its successors and assigns, from conveying the lands included in the General Plan, but not having been made subject to this Declaration or any Supplemental Declaration as herein provided, free and clear of such Plan, as well as free and clear of this Declaration or any Supplemental Declaration. (b) The Additions authorized hereunder shall be made by filing of record a Supplemental Declaration of Covenants and Restrictions with respect to the additional property which shall extend the plan of the covenants and restrictions of this Declaration to such property, and the Owners, including the Developer, of Lots and Living Units in such additions shall immediately be entitled to all privileges herein provided. (c) Such Supplementary Declaration may contain such complimentary additions and modifications of the covenants and restrictions contained in this Declaration as may be necessary to reflect the different character, if any, of the added properties as are not inconsistent with the plan of this Declaration. In no event, however, shall such Supplementary Declaration revoke, modify and add to the covenants established by this Declaration within the Existing Property. Section 3. Additions Limited to Developer. No one other than the Developer, its successors and assigns, shall have the right to subject additional lands to the covenants and restrictions contained in this Declaration, unless the Developer, its successors and assigns, shall indicate in writing to the Association that such additional lands may be included hereunder. [REVISED] Additional lands situated in Garland County, Arkansas, and Saline County, Arkansas, may become subject to this Declaration in the following manner: (a) Additions in Accordance with a Plan of Development. The Association, the Developer, and other owners of l and as may be permitted by the Association, and their respective successors and assigns, shall have the right but not the obligation to subject additional properties to this Declaration, regardless of whether or not said properties are presently owned by such parties, provided that such additions are compatible with a plan of development approved by the Association, and further provided such proposed property, if added to the Declaration, will become subject to assessment for its just share of Association capital investments and expenses. UNDER NO CIRCUMSTANCES shall this Declaration or any Supplemental Declaration or such plan of development bind the Developer or the Association, 8 HSV/AOI White Paper

11 or their respective successors and assigns, to subject any property to the Declaration even if it is shown on a plan of development, or in anywise preclude the Developer or the Association, or their respective successors and assigns, from conveying the lands included in the plan of development, but not having been made subject to this Declaration or any Supplemental Declaration as herein provided, free and clear of such plan, as well as free and clear of this Declaration or any Supplemental Declaration. (b) The Additions authorized hereunder shall be made by filing of record a Supplemental Declaration of Covenants and Restrictions with respect to the additional property which shall extend the plan of the covenants and restrictions of this Declaration to such property, and the Owners, including without limitation the Developer and the Association, of Lots and Living Units in such additions shall immediately be entitled to all privileges herein provided and subject to assessments levied by the Association. (c) Such Supplementary Declaration may contain such complimentary additions and modifications of the covenants and restrictions contained in this Declaration as may be necessary to reflect the different character, if any, of the added properties as are not inconsistent with the plan of this Declaration. In no event, however, shall such Supplementary Declaration revoke, modify and add to the covenants established by this Declaration within the Existing Property. (d) Notwithstanding any terms in this Article II, Section 2 to the contrary, no property may be added and become subject to this Declaration without the prior consent of the Association. Actions or consents permitted by the Association under Section 2 shall be authorized or taken upon majority vote of the Board of Directors of the Association. [KEY MESSAGES] This amendment requires the POA s permission to expand the boundaries of Hot Springs Village, which will help manage and forecast the property owners obligations to fund infrastructure that benefits for-profit real estate developers. HSV/AOI White Paper 9

12 proposed declaration amendments Article III, Section 2. Voting Rights. [CURRENT] The Association shall have two classes of voting membership: Class A. Class A members shall be all those persons or entities as defined in Section 1 with the exception of Developer, who have paid the Developer in full for the purchase price of the Lot or Living Unit. Class A members shall be entitled to one vote for each Lot or Living Unit in which they hold the interests required for membership by Section 1. When more than one person holds such interest or interests in any Lot or Living Unit, the vote for such Lot or Living Unit shall be exercised as they among themselves determine; but in no event shall more than one vote be cast with respect to any such Lot or Living Unit. Class B. Class B member shall be the Developer. The Class B member shall be entitled to ten votes for each Lot or Living Unit, which is subject by covenants of record to being assessed by the Association, even though such assessment has not yet commenced, until such time as it shall cease to be a record owner and shall have been paid in full for such Lot or Living Unit. The Developer shall continue to have the right to cast votes as aforesaid (ten votes for each Lot or Living Unit) even though it may have contracted to sell the Lot or Living Unit or may have same under a mortgage or deed of trust. For purposes of determining the votes allowed under this Section, when Living Units are counted, the Lot or Lots upon which such Living Units are situated shall not be counted. [REVISED] The Association shall have two classes of voting membership: Class A. Class A members shall be all those persons or entities as defined in Section 1 with the exception of Developer, who have paid the Developer in full for the purchase price of the Lot or Living Unit. Class A members shall be entitled to one vote for each Lot or Living Unit in which they hold the interests required for membership by Section 1. When more than one person holds such interest or interests in any Lot or Living Unit, the vote for such Lot or Living Unit shall be exercised as they among themselves determine; but in no event shall more than one vote be cast with respect to any such Lot or Living Unit. Class B. Class B member shall be the Developer. The Class B member shall be entitled to one vote for each Lot or Living Unit, which is subject by covenants of record to being assessed by the Association, even though such assessment has not yet commenced, until such time as it shall cease to be a record owner and shall have been paid in full for such Lot or Living Unit. The Developer shall continue to have the right to cast votes as aforesaid even though it may have contracted to sell the Lot or Living Unit or may have same under a mortgage or deed of trust. For purposes of determining the votes allowed under this Section, when Living Units are counted, the Lot or Lots upon which such Living Units are situated shall not be counted. [KEY MESSAGES] This amendment equalizes Class B Developer voting rights with Class A property owners voting rights. This amendment gives all property owners an equal vote, regardless of Class. 10 HSV/AOI White Paper

13 Article VI, Section 1. Plan for Construction and Maintenance of Common Properties: Water System and Sewer System. [CURRENT] It shall be the obligation of the Association to construct the water system and sewer system and same will be a part of the Common Properties. However, the Association shall be the judge, predicated upon sales by the Developer, as to the time when the water system and sewer system shall be constructed and shall also be the judge on the same basis as aforesaid as to when either system shall be constructed and extended from time to time. In other words, the Association will construct and extend water and sewer to lots sold by Developer at the earliest practicable time after such sales. It is contemplated that all lots might not require service by a central sewer system. In the event the Association determines that certain Lots shall be served by individual septic tanks, the Association shall not be obligated to extend the central sewage system to those Lots. The decision by the Association concerning such matters shall be final. The cost of the construction, maintenance, capital improvements, operation, taxes and other expenses incident to the water system and sewer system, and operation of each, shall be paid from assessments against each Lot and Living Unit as herein provided, and from charges (it is contemplated that no charges will be made for normal use) made to Owners for furnishing such service at such prices as shall be fixed from time to time by the Board of Directors of the Association. It is specifically provided that neither the water service nor sewer service will be furnished to the public for compensation, and to the contrary such water service and sewer service will be limited to Owners, as herein defined, and in the event the water service or sewer service is made available to persons or entities other than Owners there will be no charge to such persons or entities, unless the Association shall have complied with the applicable Arkansas law relative to the sale of water or sewage services to the public for compensation. [REVISED] It shall be the obligation of the Association to construct the water system and sewer system for The Properties, which systems shall be a part of the Common Properties. The Association shall be the judge, based upon sales of The Property by its developer, as to the time when the water system and sewer system shall be constructed and shall also be the judge on the same basis as aforesaid as to when either system shall be constructed and extended from time to time. In no event, however, shall the Association be obligated to commence construction or extension of any water system or sewer system until twenty- four months after The Property to be served by the new or extended system is made subject to this Declaration by the recording of a Supplemental Declaration. It is contemplated that all lots might not require service by a central sewer system. In the event the Association determines that certain Lots shall be served by individual septic tanks, the Association shall not be obligated to extend the central sewage system to those Lots. The decision by the Association concerning such matters shall be final. The cost of the construction or any new or extended water system and sewer system, including all costs and expenses of engineering and permitting, shall be paid from assessments against each Lot and Living Unit as herein provided, or as otherwise agreed between the Association and the developer of The Property being served by the new or extended system. The cost of the maintenance, capital improvements, operation, taxes and other expenses incident to the water system and sewer system, and operation of each, shall be paid from assessments against each Lot and Living Unit as herein provided, and from charges made to Owners for furnishing such service at such prices as shall be fixed from time to time by the Board of Directors of the Association, provided, however, it is contemplated that no charges will be made for normal residential use. [KEY MESSAGES] This amendment provides that the POA is not obligated to begin water and sewer improvements until at least 24 months after property is made subject to the Declaration. This amendment allows for-profit real estate developers to share in the cost of construction of water and sewer systems. This amendment reduces unplanned financial liability. HSV/AOI White Paper 11

14 Article VI, Section 2. Plan for Construction and Maintenance of Common Properties: Ways of Access for Vehicles. [CURRENT] The ways of access for vehicles shall be constructed by the Developer and those ways of access for vehicles which are not dedicated to the general public will be a part of the Common Properties. The Developer shall be obligated to construct and pave all ways of access for vehicles in any subdivision of The Properties within a period of twenty-four months after completion by the Association of the utility system which is it [sic] obligated to complete in such subdivision. The cost of maintenance, capital improvements, operation, taxes and other expenses incident to the ways of access for vehicles, regardless of whether dedicated to the public or as Common Properties, shall be paid from assessments against each Lot and Living Unit as herein provided. [REVISED] The streets and ways of access for vehicles within The Property (known in this Section 2 as the streets ) shall be constructed by the developer of The Property being served by such streets. Streets that are not dedicated to the general public will be a part of the Common Properties. The developer of The Property served by the subject streets shall be obligated to construct and pave all streets in any subdivision of The Properties within a period of twenty-four months after completion by the Association of the utility system as set out in Article VI, Section 1 of this Declaration. After acceptance by the Association of the streets, the cost of maintenance, capital improvements, operation, taxes and other expenses incident to those streets, regardless of whether dedicated to the public or as Common Properties, shall be paid from assessments against each Lot and Living Unit as provided in this Declaration. The Association shall have no obligation to accept any streets and pay the aforementioned costs unless the streets are constructed in a manner that complies with construction and engineering specifications and standards included in the Protective Covenants promulgated under Article XIII of this Declaration. [KEY MESSAGE] This amendment provides that the POA has no obligation to accept the permanent maintenance responsibility for a street unless it is constructed to standards adopted by the POA. This amendment reduces unplanned financial liability by helping assure newly constructed streets meet construction quality standards, which is expected to reduce maintenance costs. 12 HSV/AOI White Paper

15 proposed declaration amendments Article VI, Section 3. Lakes, Golf Course, Permanent Parks and Permanent Recreational Plots. [CURRENT] The Developer shall construct the Lakes, Golf Course, Permanent Parks and Permanent Recreational Plots with the understanding, however, that the Developer shall be the sole judge as to the time when such Lakes, Golf Course, Permanent Parks and Permanent Recreational Plots shall be constructed, and if the Developer shall decide that it is not economically feasible to construct any or a portion of such due to the failure to sell sufficient Lots or Living Units, it shall not be obligated to construct same. The cost of maintenance, capital improvements, operation, taxes, and other expenses incident to these Common Properties shall be the obligation of the Association and shall be paid from assessments against each Lot and Living Unit as herein provided, and also from fees for the use of the Common Properties. [REVISED] The developer of that portion of The Property being improved shall construct the Lakes, Golf Course, Permanent Parks and Permanent Recreational Plots with the understanding, however, that such developer shall be the sole judge as to the time when such Lakes, Golf Course, Permanent Parks and Permanent Recreational Plots shall be constructed, and if that developer shall decide that it is not economically feasible to construct any or a portion of such due to the failure to sell sufficient Lots or Living Units, it shall not be obligated to construct same. The cost of maintenance, capital improvements, operation, taxes, and other expenses incident to these Common Properties shall be the responsibility of the developer of that portion of The Property being improved for the period ending five years after the subject Common Property is placed in service and thereafter available for use by the Owners for its intended purpose. Thereafter, but subject to the remaining terms of this Section 3, such cost of maintenance, capital improvements, operation, taxes, and other expenses incident to these Common Properties shall be the obligation of the Association and shall be paid from assessments against each Lot and Living Unit as herein provided, and also from fees for the use of the Common Properties. The Association may include as part of the Protective Covenants promulgated under Article XIII hereof reasonable standards for the construction of Common Properties, and the Association shall have no obligation to pay the cost of maintenance, capital improvements, operation, taxes, and other expenses incident to any Common Property unless that Common Property complied with any such standards in effect at the time of its construction. [KEY MESSAGES] This amendment emphasizes high-quality property development and balances responsibility of Common Property between the Developer and the POA. This amendment reduces unplanned financial by requiring the developer to maintain any new Common Properties for 5 years and permits the POA to create construction standards for those amenities that must be satisfied by the developer before the POA is required to accept it for permanent maintenance. This is expected to cause developers to build higher quality, lower maintenance amenities. HSV/AOI White Paper 13

16 proposed declaration amendments Article VIII, Section 3. Extent of Members and Associate Members Easements. [NEW] The rights and easements of enjoyment created hereby with the exception of the rights and easements created in Section 6 of this ARTICLE VIII shall be subject to the following: (j) notwithstanding the terms of Section 3(i) above, the right of the Association to sell or abandon all or any part of a Common Property. Any such sale or abandonment shall be consented to in writing by the Owners of the Lots, Living Units or other parcel of The Property contiguous to the Common Property contemplated for sale or abandonment, and be approved by a majority of the Board of Directors of the Association upon a finding that the Common Property to be sold or abandoned is unnecessary for the successful operation of the community, and the anticipated benefit of the sale or abandonment is greater than the enjoyment gained from such Common Property by the Owners as a whole. The process set out in this Section 3(j) is contemplated to be used in connection with minor portions of the Common Property, and shall not be applicable to the Golf Courses, Lakes, Water System or Sewer System. The sale or abandonment of any Common Property shall not be voted upon by the Board of Directors of the Association until (i) satisfaction of any notice requirement imposed by the Association for completing a replat of any portion of The Property, or (ii) if no such notice requirement exists, then written notice that the Board of Directors will consider the sale or abandonment of the Common Property be given to Owners of The Property within 200 feet of the boundary of the Common Property contemplated to be sold or abandoned. Any such notice shall be provided in a manner to be determined by the Board of Directors as reasonably likely to inform interested parties of the Board s consideration of the matter. [KEY MESSAGES] This addition creates a process to permit minor portions of Common Property to be abandoned or sold. There are many small parcels and platted but unused streets that are technically Common Property, but serve no purpose to the property owners as a whole, and for which the POA is responsible. The POA should be permitted to dispose of these properties to be developed or to the owners of the adjacent property. This opportunity is presently unavailable to the POA without a vote of all property owners. Property owners contiguous to any Common Property proposed for sale or abandonment must approve any sale or abandonment. This addition requires that property owners near the boundary of any Common Property proposed for sale or abandonment be given specific notice of the POA board meeting where the sale or abandonment will be considered. The language of the addition specifically states it is not intended to be used for major Common Properties like golf courses, lakes, and utilities. 14 HSV/AOI White Paper

17 Article VIII, Section 3(c). Extent of Members and Associate Members Easements. [CURRENT] The rights and easements of enjoyment created hereby with the exception of the rights and easements created in Section 6 of this ARTICLE VIII shall be subject to the following: (c) the right of the Association to suspend the enjoyment rights of any Member or Associate Member for any period during which any assessment, service or use charge, remains unpaid, and for any period not to exceed thirty (30) days for any infraction of its published rules and regulations; and [REVISED] Extent of Members and Associate Members Easements. The rights and easements of enjoyment created hereby with the exception of the rights and easements created in Section 6 of this ARTICLE VIII shall be subject to the following: (c) the right of the Association to suspend the enjoyment rights of any Member or Associate Member for any period during which any assessment, service charge, or use charge remains unpaid, and for the period during the existence and continuance of any infraction of its published rules and regulations beginning thirty (30) days after written notice of the infraction is provided to the Owner; and [KEY MESSAGES] This amendment protects property owners in good standing from subsidizing the use of amenities by delinquent property owners This amendment extends the length of time that property owner privileges will be suspended due to unpaid balances or infractions HSV/AOI White Paper 15

18 proposed declaration amendments Article VIII, Section 3(i). Extent of Members and Associate Members Easements. [CURRENT] Section 3. Extent of Members and Associate Members Easements. The rights and easements of enjoyment created hereby with the exception of the rights and easements created in Section 6 of this ARTICLE VIII shall be subject to the following: (i) the right of the Association to dedicate or transfer all or any part of the Common Properties to any public or private agency, authority, or utility for such purposes and subject to such conditions as may be agreed to by the members, provided that no such dedication or transfer, determination as to the purposes or as to the conditions thereof, shall be effective unless such action shall be approved by a vote of 51% of the votes of each class of membership, and unless written notice of the proposed agreement and action thereunder is sent to every member at least thirty (30) days in advance of any action taken. [REVISED] Section 3. Extent of Members and Associate Members Easements. The rights and easements of enjoyment created hereby with the exception of the rights and easements created in Section 6 of this ARTICLE VIII shall be subject to the following: (i) the right of the Association to dedicate or transfer all or any part of the Common Properties to any public or private agency, authority, or utility for such purposes and subject to such conditions as may be agreed to by the members, provided that no such dedication or transfer, determination as to the purposes or as to the conditions thereof, shall be effective unless such action shall be approved by a majority of the votes of the combined Class A Members and the Class B Member who are voting in person or by proxy at a meeting duly called for this purpose, and unless written notice of the proposed agreement and action thereunder is sent to every member at least thirty (30) days in advance of any action taken. For the avoidance of doubt, the separate approval of a majority vote of the Class A Members and a majority vote of the Class B Member shall not be required to approve any action authorized under this Section 3(i) of Article VIII. [KEY MESSAGES] This amendment changes the vote required to transfer Common Property to eliminate separate approval by a majority of the Class A members and by the Class B member (currently Cooper Communities), removing the veto of one Class over another. 16 HSV/AOI White Paper

19 Article X, Section 3. Basis and Maximum of Annual Assessments. [CURRENT] From and after January 1, 2014, the annual assessment may be increased each year above the annual assessment for the previous year by a twothirds (2/3) majority vote of the Board of Directors of the Association, provided, however, that such increase may be no greater than the consumer price index for the twelve month period ending June 30 of the preceding year using the Consumer Price Index, South Region All Items as promulgated by the Bureau of Labor Statistics of the U.S. Department of Labor or, if such is not available, any other reliable governmental or other non-partisan publication evaluating similar information. Unless the annual assessment shall be increased as aforesaid, it shall remain at the rate prevailing for the previous year. Amended effective April 20, [REVISED] Commencing with annual assessments payable for the year beginning January 1, 2020, the annual assessment may be increased each year above the annual assessment for the previous year by a two-thirds (2/3) majority vote of the Board of Directors of the Association, provided, however, that the amount of the increase shall not exceed five percent (5%) of the previous year s annual assessment. Unless the annual assessment shall be increased as aforesaid, it shall remain at the rate prevailing for the previous year. [KEY MESSAGES] This amendment changes the cap on the amount the annual assessment may be increased from the percentage increase in the Consumer Price Index, to a stated maximum amount of 5%, unless a greater increase is authorized by property owner vote. This amendment provides a clear picture to property owners of annual assessment increases and stabilizes financial planning. HSV/AOI White Paper 17

20 proposed declaration amendments Article X, Sections 4-6. Covenant for Maintenance Assessments. [CURRENT] Section 4. Special Assessments for Capital Improvements with Vote of Members. In addition to the annual assessments authorized by Section 3 hereof, the Association may request and levy a special assessment limited in time and specifically for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction, unexpected repair or replacement of the water system, the sewer system, and the ways of access for vehicles and roads and streets within The Properties, even though the roads and streets may have been dedicated to the public, and also other capital improvements upon or additions to the Common Properties, including the necessary fixtures and personal property related thereto, provided that any such assessment shall have the assent of 51% of the votes of each class of members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be sent to all members at least thirty (30) days in advance and shall set forth the purpose of the meeting, duration of the special assessment, and the specifics of the project. Amended effective August 1, Section 5. Increase in Annual Assessment With Vote of Members. The annual assessment may be increased prospectively from the amounts set forth in any year without limitation on the amount of such increase by a majority vote of each class of members voting in person or by proxy at a meeting duly called for such purpose. Amended effective April 20, Section 6. Notice and Quorum for Any Action of Members Authorized Under Sections 4 and 5. Written notice of any meeting of the membership called for the purpose of taking any action authorized under Sections 4 and 5 of Article X hereof shall be sent to all members in good standing not less than 30 days in advance of the meeting. At the first such called meeting the presence of members in good standing or of proxies entitled to cast a majority of all votes of each class shall constitute a quorum. If the required quorum is not present at any meeting another meeting may be called subject to the same notice requirement and the required quorum at any such subsequent meeting shall be one-half of the required quorum at the preceding meeting. No such subsequent meeting shall be held more than 90 days following the preceding meeting. Amended effective April 20, [REVISED] Section 4. Special Assessments for Capital Improvements with Vote of Members. In addition to the annual assessments authorized by Section 3 hereof, the Association may request and levy a special assessment limited in time and specifically for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction, unexpected repair or replacement of the water system, the sewer system, and the ways of access for vehicles and roads and streets within The Properties, even though the roads and streets may have been dedicated to the public, and also other capital improvements upon or additions to the Common Properties, including the necessary fixtures and personal property related thereto, provided that any such assessment shall have the assent of a majority of the votes of the combined Class A Members and the Class B Member who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be sent to all members at least thirty (30) days in advance and shall set forth the purpose of the meeting, duration of the special assessment, and the specifics of the project. Section 5. Increase in Annual Assessment With Vote of Members. The annual assessment may be increased prospectively from the amounts set forth in any year without limitation on the amount of such increase by a majority vote of the combined Class A Members and the Class B Member voting in person or by proxy at a meeting duly called for such purpose. 18 HSV/AOI White Paper

21 Section 6. Notice and Quorum for Any Action of Members Authorized Under Sections 4 and 5. Written notice of any meeting of the membership called for the purpose of taking any action authorized under Sections 4 and 5 of Article X hereof shall be sent to all members in good standing not less than 30 days in advance of the meeting. At the first such called meeting the presence in person or by proxy of members in good standing entitled to cast a majority of the votes of the combined Class A Members and the Class B Member shall constitute a quorum. If the required quorum is not present at any meeting, another meeting may be called subject to the same notice requirement and the required quorum at any such subsequent meeting shall be one-half of the required quorum at the preceding meeting. No such subsequent meeting shall be held more than 90 days following the preceding meeting. For the avoidance of doubt, the separate approval of a majority vote of the Class A Members and a majority vote of the Class B Member shall not be required to approve any action authorized under Section 4 or 5 of this Article X. [KEY MESSAGES] This amendment eliminates separate approval by the Class A members and by the Class B member (currently Cooper Communities) to authorize a special assessment or increase the annual assessment greater than the applicable cap. A majority vote of the combined Class A and Class B members will be required. This amendment removes what is effectively a veto of one Class over another. This amendment puts all property owners on equal footing to determine funding mechanisms. HSV/AOI White Paper 19

22 proposed declaration amendments Article XI, Section 1. Architectural Control Committee. [CURRENT] Section 1. Review by Committee. No building, fence, wall or other structure shall be commenced, erected or maintained upon The Properties, nor shall any exterior addition to or change or alternations therein be made until the plans and specifications showing the nature, kind, shape, height, materials and location of the same shall have been submitted to and approved in writing as to harmony of external design and location in relation to surrounding structures and topography by the Board of Directors of Developer, or by an Architectural Control Committee composed of three or more representatives appointed by the Board. In the event said Board, or its designated committee, fails to approve or disapprove such design and location within 45 days after said plans and specifications have been submitted to it, approval will not be required and this Article will be deemed to have been fully complied with. [REVISED] Section 1. Review by Committee. (a) No building, fence, wall or other structure shall be commenced, erected or maintained upon The Properties, nor shall any exterior addition to or change or alterations therein be made until the plans and specifications showing the nature, kind, shape, height, materials and location of the same shall have been submitted to and approved in writing by the Board of Directors of the Association, or by an Architectural Control Committee composed of three or more representatives appointed by the Board of Directors. (b) Applications for construction or alteration shall be approved or denied based upon compliance with the provisions of the Protective Covenants promulgated under Article XIII below, and overall quality of design. If the Architectural Control Committee rejects an application due to overall design quality, despite compliance with the Protective Covenants, the Architectural Control Committee shall make suggestions for improving the design. The Architectural Control Committee may occasionally grant a variance from the Protective Covenants based on existing topographical or landscape conditions, existing trees, accessibility needs or architectural merit, and any such variance must be in writing. Approval of a variance does not constitute a precedent for other applications and such requests may be arbitrarily denied. (c) In the event the Board of Directors of the Association, or the Architectural Control Committee, fails to approve or disapprove such design and location within 45 days after said plans and specifications have been submitted to it, approval will not be required and this Article will be deemed to have been fully complied with. (d) The Architectural Control Committee may establish forms, rules, and procedures for the review of plans and specifications, and for appeals from decisions made pursuant to the rules and procedures. The rules and procedures may require payment by the applicant of review costs and fees to be established by the Architectural Control Committee and approved by the Board of Directors. The Architectural Control Committee may delegate to employees of the Association the authority to perform tasks as more particularly set out in the Protective Covenants. Any rules and procedures proposed by the Architectural Control Committee for purposes set out in this Section 1 shall be submitted to and approved by majority vote of the Board of Directors of the Association. [KEY MESSAGES] This amendment strengthens the standards and processes related to architectural control. This amendment protects property values. 20 HSV/AOI White Paper

23 Article XIV, Sections 1 & 6. Duration. [CURRENT] The Covenants and Restrictions of the original Declaration and this amended Declaration shall run with and bind the land, and shall inure to the benefit of and be enforceable by the Association, or the Owner of any land subject to this Declaration, their respective legal representatives, heirs, successors and assigns for a term of seven (7) years from the effective date of this amended Declaration after which time said covenants shall be automatically extended for successive periods of seven (7) years unless an amendment is approved by the affirmative vote of two-thirds of those voting at an election called for such purpose. A majority of all lots or living units whose Owners are in good standing shall constitute a quorum. An Owner in good standing shall mean a property owner current (no more than 60 days delinquent) in payment of all assessments, service and use charges and not under any suspension of enjoyment rights. Provided, however, that no such amendment shall be effective unless made and recorded one year in advance of the effective date of such change and unless written notice of the proposed amendment is sent to every owner at least forty five days in advance of any action taken. Amended effective April 20, [REVISED] Article XIV, Section 1. Duration. The Covenants and Restrictions of the original Declaration and this amended Declaration shall run with and bind the land, and shall inure to the benefit of and be enforceable by the Association, or the Owner of any land subject to this Declaration, their respective legal representatives, heirs, successors and assigns for a term of seven (7) years from the effective date of this amended Declaration after which time said covenants shall be automatically extended for successive periods of seven (7) years unless an instrument terminating the Declaration is approved by the affirmative vote of two-thirds of those voting at an election among Lot and Living Unit Owners called for such purpose in which a quorum (as defined in this section below) cast votes. Owners of a majority of Lots and Living Units who are in good standing shall constitute a quorum. An Owner in good standing shall mean a property owner current (no more than 60 days delinquent) in payment of all assessments, service and use charges and not under any suspension of enjoyment rights. Votes may be cast personally or by proxy, with any vote cast by proxy accompanied by a copy of such proxy granting the authority, and may be submitted by personal delivery, U.S. Mail and, if permitted by law, electronic means. The Association shall implement and employ reasonable procedures to confirm the authenticity of all such votes. To be effective, HSV/AOI White Paper 21

24 the instrument terminating the Declaration shall (a) be recorded in the real estate records of Garland County and Saline County, Arkansas prior to the date of the automatic extension, (b) be signed by the Chair or Vice Chair, and the Secretary of the Association, and (c) include a certification that (i) the instrument was approved by the required number of votes, and (ii) written notice of the proposed termination was sent to every Owner at least forty five days in advance of the final date on which votes were accepted. Article XIV, Section [6]. Amendment. This Declaration may be amended at any time by an instrument signed by the Chair or Vice Chair, and the Secretary of the Association setting out such amendments (whether one or more) and certifying (i) approval of such amendments by the affirmative vote of two-thirds of those voting at an election among Lot and Living Unit Owners called for such purpose in which a quorum (as defined in this section below) cast votes, and (ii) written notice of the proposed amendments was sent to every owner at least forty five days in advance of the final date on which votes were accepted. Owners of a majority of Lots and Living Units who are in good standing shall constitute a quorum. An Owner in good standing shall mean a property owner current (no more than 60 days delinquent) in payment of all assessments, service and use charges and not under any suspension of enjoyment rights. Votes may be cast personally or by proxy, with any vote cast by proxy accompanied by a copy of such proxy granting the authority, and may be submitted by personal delivery, U.S. Mail and, if permitted by law, electronic means. The Association shall implement and employ reasonable procedures to confirm the authenticity of all such votes. [KEY MESSAGES] This amendment allows property owners to make amendments at any time and determine the effective date of those amendments. This amendment would bring the Declaration in compliance with current best practices. This amendment separates the Declaration s combined duration and amendment process provision into separate sections. This is specifically permitted by a recent Arkansas Supreme Court decision. The duration of the Declaration will remain at 7 years, with automatic 7-year extensions. This is not changed by the amendment. The requirement of approval by two-thirds of those voting in the amendment election WILL NOT CHANGE. 22 HSV/AOI White Paper

25 proposed articles of incorporation amendment [OVERVIEW] Hot Springs Village Property Owners Association (HSVPOA) was originally incorporated in 1970 under the Arkansas Nonprofit Corporation Act of 1963, Ark. Code Ann et seq. (Old Act). HSVPOA seeks to be governed under the Arkansas Nonprofit Corporation Act of 1993, Ark. Code Ann et seq. (New Act). The New Act addresses many questions that were unanswered by the Old Act, provides clear and complete rules for corporate governance and action, and establishes modern standards of conduct for directors and officers. Incorporation under the Nonprofit Corporation Act of 1993 requires approval by a majority vote of the members. Upon member approval, HSVPOA will file the Certificate of Amendment and Amended and Restated Articles of Incorporation under the Nonprofit Corporation Act of [KEY MESSAGES] This amendment allows Hot Springs Village to be governed under the most current Arkansas Nonprofit Act. The new act addresses many questions that were unanswered by the old act, provides clear and complete rules for corporate governance and action, and establishes modern standards of conduct for directors and officers. HSV/AOI White Paper 23

26 CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF HOT SPRINGS VILLAGE PROPERTY OWNERS ASSOCIATION (Election to be Governed by the Arkansas Nonprofit Corporation Act of 1993 and Articles of Amendment with Restatement) The Hot Springs Village Property Owners Association, a nonprofit corporation organized under Act 176 of the 1963 General Assembly for the State of Arkansas, entitled the Arkansas Nonprofit Corporation Act ( Act 176 ), by its Secretary, does hereby certify: A. That a written or printed notice setting forth the proposed Amendment was given to each member of the corporation entitled to vote thereon within the time and manner as provided in Act 176, and that this Amendment is filed pursuant to said Act 176. B. That at a regular meeting of the members, duly called and held in Hot Spring Village, Arkansas on, 2018, the resolution electing to be governed under the Arkansas Nonprofit Corporation Act of 1993 (Act 1147 of 1993) was offered and adopted (the Members Resolution ). C. That the Members Resolution was approved and adopted by the affirmative vote of a majority of all the members. D. That at a regular meeting of the Board of Directors, duly called and held in Hot Springs Village, Arkansas on, 2018, the resolutions amending and restating the Articles of Incorporation of the corporation were offered and adopted (the Board Resolutions ). E. That the Board Resolutions were approved and adopted by the affirmative vote of a majority of the Directors. 24 HSV/AOI White Paper

27 F. That the Articles of Incorporation of this corporation were amended and restated in their entirety to read as set forth on the attached Exhibit A. G. This Certificate of Amendment shall be effective as of, IN WITNESS WHEREOF, the undersigned, as Secretary of the corporation, hereby verifies that the statements contained in the foregoing Certificate of Amendment are true and correct to the best of her knowledge and belief. Executed on this day of, HOT SPRINGS VILLAGE PROPERTY OWNERS ASSOCIATION By: Linda Mayhood, Secretary HSV/AOI White Paper 25

28 EXHIBIT A AMENDED AND RESTATED ARTICLES OF INCORPORATION OF HOT SPRINGS VILLAGE PROPERTY OWNERS ASSOCIATION Hot Springs Village Property Owners Association, by its Secretary, does hereby certify that at a meeting of its Board of Directors, duly called and held in accordance with its Bylaws and applicable law, on, 2018, by a majority vote of the Directors, the following Amended and Restated Articles of Incorporation were adopted: FIRST: This corporation, incorporated under the provisions of Act 176 of 1963, does hereby elect to be governed by the provisions of the Arkansas Nonprofit Act (Act 1147 of 1993). SECOND: The name of the corporation is Hot Springs Village Property Owners Association (hereinafter referred to as the Association ). THIRD: The Association is a mutual benefit corporation. FOURTH: The period of existence of the Association shall be perpetual. FIFTH: The street address of the Association s registered office is 895 Desoto Boulevard, Hot Springs Village, Arkansas 71909, and the name of its registered agent at this office is Lesley Nalley. SIXTH: The names and addresses of the original incorporators were: John A. Cooper, Jr. J. F. Gore Harold S. Bemis Bella Vista, Arkansas, and Hot Springs Village, Arkansas Bella Vista, Arkansas West Memphis, Arkansas 26 HSV/AOI White Paper

29 SEVENTH: The Association has been organized to preserve the value of and to promote the health, safety, and welfare of the residents and commercial owners of (i) the real estate described in Article II of the Declaration of Covenants and Restrictions (hereinafter referred to as the Declaration ), which was originally recorded on April 20, 1970 in the real estate records of Garland County, Arkansas at Book 653, Page 369 and on March 30, 1972 in the real estate records of Saline County, Arkansas at Book 155, Page 118, as such Declaration may now or hereafter be amended from time to time, and (ii) such additions to said real estate as may hereafter be brought within the jurisdiction of the Association as provided in the Declaration (hereinafter collectively referred to as the Properties ), and for this purpose to: (a) Exercise all of the powers and privileges and to perform all of the duties and obligations of the Association as set forth in the Declaration; (b) Own, acquire, build, operate, and maintain recreational parks, playgrounds, swimming pools, golf courses, private ways, private roads, private lanes, utilities, specifically but not limited to water system and sewer system, lakes, buildings, structures, and personal properties incident thereto hereinafter referred to as the Common Properties and Facilities ; (c) Provide for municipal services including, but not limited to, garbage and trash collection, fire and police protection and maintenance of unkept lands and trees; (d) Fix, levy, collect and enforce payment by any lawful means, all charges, penalties and assessments pursuant to the terms of the Declaration; to pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the Association, including all licenses, taxes, or governmental charges levied or imposed against the property of the Association; HSV/AOI White Paper 27

30 (e) Pursuant to the terms of the Declaration, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real or personal property in connection with the affairs of the Association; (f) Pursuant to the terms of the Declaration, borrow money on a secured or unsecured basis, to secure any such secured loan or loans by pledge, deed in trust (deed of trust), assignment of assessments which have accrued or which shall accrue in the future, and to otherwise hypothecate any or all of the real or personal property of the Association; (g) Pursuant to the terms of the Declaration, dedicate, sell, or transfer, all or any part of the Common Properties and Facilities to any public or private agency, authority, or utility for such purposes and subject to such conditions as may be agreed to by the members; (h) Participate in mergers and consolidations with other nonprofit corporations organized for the same or similar purposes; (i) Insofar as permitted by law, to do any other thing that will promote the common benefit and enjoyment of the residents of the Properties, including but not limited to the maintenance of public streets and roads; and (j) Enforce any and all covenants, restrictions and agreements applicable to the Properties. EIGHTH: The Association shall have members. The Association shall not have or issue shares of stock, no dividends shall be paid, and no part of the income of the Association shall be distributed to its directors, officers, or members, provided, however, that reasonable compensation may be paid for services rendered to, or for, the Association, effecting one or more of its purposes, and the Association may make reimbursement to its directors, officers, members or employees for expenses incurred in attending to their authorized duties. The classes of membership and requirements therefor shall be as provided in the Declaration and the Bylaws of the Association (the Bylaws ). 28 HSV/AOI White Paper

31 NINTH: Members shall be entitled to such votes as are set forth in the Declaration and the Bylaws. TENTH: The business and affairs of the Association shall be conducted by a board of seven (7) directors (the Board of Directors ), who shall be elected in accordance with the Bylaws. A change in the number of directors constituting the Board of Directors shall be made only by amendment to these Articles of Incorporation. ELEVENTH: The Association may be dissolved only upon the affirmative vote of twothirds of the members taken at a regular or special meeting of the members, provided that written notice of the proposal to dissolve, setting forth the reasons therefor and the disposition to be made of the Association s assets, shall be mailed to every member at least thirty (30) days prior to any such meeting. TWELFTH: Upon dissolution of the Association, the assets of the Association, both real and personal, shall be dedicated to an appropriate public agency or utility to be devoted to purposes as nearly as practicable the same as those to which they were required to be devoted by the Association. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any nonprofit corporation, association, trust or other organization, to be devoted to purposes as nearly as practicable the same as those to which they were required to be devoted by the Association. No such disposition of Association assets shall be effective to divest or diminish any right or title of any Owner (as defined in the Declaration) vested in such Owner under the Declaration and deeds applicable to the Properties unless made in accordance with the provisions of the Declaration and such deeds. THIRTEENTH: From time to time, any of the provisions of the Articles of Incorporation may be amended, altered or repealed by majority vote of the Board of Directors. Signed this day of, Linda Mayhood, Secretary HSV/AOI White Paper 29

32 Hot Springs Village 895 DeSoto Boulevard Hot Springs Village, Arkansas 71909

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